Tata Motors’ offer for Iveco Group has provisionally crossed the revised 80% acceptance threshold, advancing a cross-border vehicle deal while leaving final conditions to be confirmed before settlement.
TML CV Holdings B.V., the offeror, reported that 238,157,212 shares were tendered by Oct. 26, equal to 87.81% of Iveco’s common share capital. After excluding 4,868,597 treasury shares, the offeror estimates its holding at 89.42%. The percentages use different bases: the tender figure is measured against common share capital, while the estimated holding excludes treasury shares. At €14.40 per share, cum dividend, the provisional consideration is €3,429,463,852.80, or about €3.43 billion.
Iveco shareholders approved a resolution on Oct. 16 that lowered the minimum acceptance threshold from 95% to 80%. Under the offer terms, at 95% or more the offeror would commence a Dutch legal squeeze-out, potentially after a demerger and share sale. If its stake is between 80% and 95%, it intends to pursue a post-offer demerger and liquidation, subject to the relevant approvals.
The initial payment and share transfer are scheduled for Oct. 30, provided the remaining offer conditions are fulfilled or waived. If the provisional results are confirmed, shareholders who have not tendered can do so during a reopening from Nov. 2-6; payment for those shares is scheduled for Nov. 13.
Tata’s 2025 investor deck described an initial €3.8 billion bridge facility committed by Morgan Stanley and MUFG. Tata expected to syndicate the bridge first, then replace it with equity and long-term debt over the 12 months after closing. The offeror raised its price by €0.30 on Oct. 9 and arranged an additional €85 million facility with MUFG to help fund the increase.
Tata’s investor deck projects annual free-cash-flow synergies of up to 0.5% of combined revenue from FY28, citing procurement, distribution and research and development opportunities. The companies have described their product portfolios and geographic footprints as complementary. Iveco’s preliminary FY2025 results showed €13.4 billion in revenue from continuing operations, down 7%, and profit of €233 million, compared with €489 million in FY2024.
Two-year covenants after settlement would keep Iveco headquartered in Turin and preserve its operating and reporting setup. The offeror says it does not expect workforce reductions directly caused by the combination and has committed against material restructuring or plant closures directly tied to the deal during that period.
The offeror is due to publish final results and report on the remaining conditions by 2:29 a.m. ET (06:29 UTC) Oct. 29.
