Tata Motors raises Iveco offer to 14.40 euros a share as approvals take longer
Key Facts
Tata Motors raised the cash consideration offered for each Iveco ordinary share to 14.40 euros, including dividends, according to the price amendment announcement associated with the 9 October 2026 news. The revised price compares with previous consideration of 14.10 euros per ordinary share, adjusting the amount shareholders will receive when tendering their shares into the offer. The announced cash increase amounts to 0.30 euros per share, according to the offeror's document published on Iveco's website. TML CV Holdings, which is making the cash tender offer, attributed the move to a slight delay in completing the transaction. It said procedures to obtain prior approvals in some countries had taken longer than expected, causing the delay.
According to the price amendment document, the calculation for full acceptance of the offer covers 271,215,400 Iveco ordinary shares. The maximum total consideration payable at the new price is 3,905,501,760.00 euros if all shares covered are tendered into the offer. The increase in the share price raises the maximum payment by 81,364,620.00 euros compared with the consideration that would have been paid at the previous price. To fund the additional consideration, among other purposes, the offeror entered into a credit facility totalling 85,000,000.00 euros. The facility was agreed with MUFG Bank's GIFT branch, according to details in the announcement of the increase in cash consideration.
The original acquisition agreement announcement had estimated total consideration at about 3.8 billion euros, excluding the defence business and the net proceeds from its separation. The tender offer targets all Iveco ordinary shares following the separation of the defence business, according to the announced scope of the transaction. The defence business itself is excluded from the consideration paid for the acquisition under the original agreement. The exclusion also covers the net proceeds from separating that business, according to the agreement announcement published on Iveco's website. Alongside the purchase of ordinary shares, the acquisition plan envisages the subsequent delisting of Iveco from Euronext Milan, according to the detailed agreement document.
The offer has the backing of Exor, Iveco's largest shareholder, which has irrevocably committed to supporting the transaction, according to the offer launch statement. That commitment includes tendering its ordinary shareholding into the cash tender offer being made by TML CV Holdings. Exor holds about 27.06% of Iveco's ordinary shares and 43.19% of its voting rights, according to the same statement. Iveco's board members unanimously endorsed the transaction and recommended that shareholders accept the tender offer. The board also recommended voting in favour of resolutions related to the offer, alongside its recommendation to tender shares, as part of its announced support for the transaction at launch.
On the industrial side, the stated rationale for the acquisition included spreading capital expenditure over larger production volumes, according to the detailed document on the Tata Motors-Iveco agreement. The document linked this approach to improving efficiency and reducing cash flow volatility, among the industrial reasons the two parties presented for the transaction. Alongside that rationale, the non-financial undertakings associated with the acquisition stipulated that Iveco's headquarters would remain in Turin, Italy. These undertakings cover matters relating to employees, organisation, governance and strategy, according to the detailed document published with the original agreement announcement. The non-financial undertakings apply for two years after settlement of the offer, linking the duration of the announced commitments to the period following settlement of the share purchase.
As for the next steps, the offer acceptance period began on 7 September 2026, according to the timetable in the launch statement. The statement set 26 October 2026 as the closing date for shareholders to tender their ordinary shares into the cash tender offer. Iveco's extraordinary general meeting was scheduled for 16 October 2026 to consider resolutions related to the offer, according to the timetable announced at the time of the news. In the price amendment announcement, the offeror described the new consideration as "best and final", confirming that it would not raise it again. It added that all other terms and conditions of the offer remain unchanged, apart from the adjustment to the cash consideration paid for each ordinary share.