Tata Motors Limited has commenced a recommended, all-cash voluntary tender offer for all outstanding common shares of Iveco Group N.V., the companies announced Friday, in a deal valuing the Italian-Dutch commercial vehicle maker at approximately €3.82 billion.
The offer, made through Tata Motors subsidiary TML CV Holdings B.V., values each Iveco Group common share at €14.10 in cash, cum dividend. The acceptance period runs from September 7 to October 26, 2026, with Iveco Group shareholders scheduled to vote on related resolutions at an extraordinary general meeting on October 16.
Iveco Group's board of directors unanimously supports the deal and has recommended that shareholders tender their shares and vote in favor of the offer, according to the companies. Two board members, Suzanne Heywood and Alessandro Nasi, did not participate in the board's final decision-making on the matter.
Exor N.V., Iveco Group's largest shareholder, has irrevocably committed to tender its stake — roughly 27.06% of common shares and 43.19% of voting rights — in support of the offer.
The companies describe the transaction as combining two businesses with complementary product lines and little geographic or industrial overlap. Combined, Iveco and Tata Motors' commercial vehicle operations would sell more than 590,000 units annually and generate roughly €21 billion in revenue, split primarily across Europe, India, South America and other regions.
Tata Motors managing director and CEO Girish Wagh said the deal marks a milestone in bringing together two complementary organizations and said he expects it to strengthen the combined business's global competitiveness. Iveco Group CEO Olof Persson said the board's unanimous support reflects the transaction's expected benefits in scale, innovation and long-term growth for employees, suppliers and partners.
Tata Motors has secured committed bridge financing of up to €3.825 billion from Morgan Stanley and MUFG Bank to fund the acquisition. Goldman Sachs, acting as financial adviser to Iveco Group's board, issued fairness opinions in July 2025 and again in September 2026 concluding the offer price is fair to shareholders. Iveco's independent board members separately received a fairness opinion from Rothschild & Co.
The companies say all required antitrust, foreign direct investment and other regulatory clearances have been obtained. Completion of the offer remains subject to a minimum acceptance threshold of 95% of common shares, which would drop to 80% if shareholders approve a related "back-end" resolution at the general meeting.
Tata Motors intends to acquire 100% of Iveco Group and delist the company from Euronext Milan. If it secures 95% or more of shares, it plans to pursue a squeeze-out procedure under Dutch law. If its stake falls between 80% and 95%, it intends to pursue an alternative structure — a corporate demerger and share sale followed by liquidation — to achieve full ownership, subject to shareholder approval.