Tata Motors Limited's proposed takeover of Iveco Group N.V. still hinges on more shareholders tendering their shares after an Oct. 16 vote lowered the offer's minimum acceptance threshold to 80%.
Teleborsa reported that 85,199,111 shares, or 31.41% of those covered by the offer, had been tendered as of Oct. 20 in Italy. That count measures acceptances of the cash bid. Votes cast at Iveco's shareholder meeting do not count as shares tendered.
Iveco said shareholders approved every takeover-related resolution at the meeting in Amsterdam. Their approval reduced the acceptance condition from 95% to 80% of common shares. The bidder may waive the revised condition only if acceptances reach at least 66.67%.
Tata Motors' offer vehicle, TML CV Holdings B.V., raised its cash bid from €14.10 to €14.40 per share on Oct. 9 and described the higher price as final. Shareholders who tender would receive €14.40 per share if the offer completes. If every share covered by the bid is tendered, the maximum payment would be about €3.91 billion.
Exor N.V., Iveco's largest shareholder, committed to tender its holding when the offer was announced. That stake represented about 27.06% of Iveco's common shares at the time. Its commitment does not establish how many shares have been tendered in the latest reported count.
The resolutions also provide a route to take Iveco private if the bidder secures at least 80% but less than 95% of common shares: a demerger and liquidation. At 95% or more, the offer terms envisage a Dutch compulsory acquisition of the remaining shares.
Petrus Legal Strategies (Jersey) Limited, Petrus Advisers Limited and funds advised by Petrus Advisers Limited said in September that they held approximately 3.8% of Iveco common shares. They argued that the original €14.10 offer undervalued the company. The bidder cited delays in obtaining authorizations when it increased the price.
The tender period is scheduled to end at 12:30 p.m. ET (16:30 UTC) on Oct. 26, unless extended.
