Tata Motors raises Iveco offer to 14.40 euros as acceptance threshold falls
Key Facts
Tata Motors raised its cash offer for each Iveco ordinary share to 14.40 euros, including dividends, as the offer acceptance period nears its end and regulatory procedures for the deal face delays. Iveco said in a statement that the revised consideration compares with a previous price of 14.10 euros per ordinary share, also including dividends, amending the financial terms offered to shareholders. The cash increase amounts to 0.30 euros per share, according to the company statement. Iveco welcomed the improved consideration, confirming that its board supports the offer and recommends that shareholders accept it. Tata Motors described the revised consideration as its "best and final offer", according to Investing's coverage of the increase. Iveco shares closed at the revised offer price in the Friday session covered by the same report.
Alongside the price revision, Iveco's extraordinary general meeting approved all resolutions proposed by the board regarding the offer, according to the statement on the meeting's results. These included a post-offer restructuring resolution whose adoption changed the minimum acceptance condition. The required threshold fell from 95% to 80% of ordinary shares, according to the statement, making that percentage the acceptance benchmark following the resolution's adoption. The offer has the backing of Exor, Iveco's largest shareholder, which has irrevocably committed to tendering its stake. Exor holds about 27.06% of ordinary shares, according to the joint offer launch statement issued by Iveco and Tata Motors. Its share of voting rights is 43.19%, a percentage that differs from its ownership of ordinary shares.
Petrus Advisers, meanwhile, challenged the valuation in the original offer after disclosing ownership of about 3.8% of Iveco's ordinary shares. The investment firm said in its statement opposing the offer that "the offer significantly undervalues Iveco relative to its peers", placing the company's valuation against comparable businesses at the heart of its position. Petrus also objected to shareholders' share of the synergy value associated with the deal, demanding that they receive an appropriate portion. Alongside its demands on valuation and the sharing of that value, it called for shareholders to be compensated for the waiting period between the deal's announcement and its expected closing. Petrus estimated that period at 15 months in the statement outlining its objections to the original terms.
The original deal announcement anticipated that the offer would close in the second quarter of 2026, according to the document issued by Tata Motors, the previous date in the takeover timetable. Investing attributed the delay to regulatory approval procedures taking longer than initially expected in several jurisdictions. Regarding payments to Iveco shareholders, the company announced in its first-quarter results that it had paid an extraordinary interim cash dividend on April 22. The total dividend amounted to 1,551 million euros, according to the results statement specifying the amount paid. That equated to 5.8216 euros per outstanding ordinary share, according to the extraordinary dividend amount announced by the company.
On the scale of the businesses, the offer launch statement put combined revenue for Iveco and Tata Motors' commercial vehicle business at about 21 billion euros. Combined annual sales of the two businesses exceed about 590 thousand vehicles, according to the volume figures in the joint statement issued at the offer's launch. Europe accounts for the largest share of combined revenue, at around 46%, according to the disclosed geographical breakdown. India accounts for around 32% of revenue, alongside the European operations in the two businesses' geographical mix. South America's share is about 8%, according to the same breakdown presented by the parties in the deal figures. The rest of the world accounts for about 14% of combined revenue for Iveco and Tata Motors' commercial vehicle business.
The original deal commitments provide for Iveco's headquarters to remain in Turin, Italy, according to Tata Motors' announcement. The resolutions approved by the meeting include a restructuring process beginning with a post-offer demerger upon implementation and satisfaction of its conditions. This is followed by a share sale and then liquidation of the company, according to the sequence set out in the extraordinary general meeting results statement. The offer acceptance period began on September 7, 2026, according to the timetable announced by Iveco and Tata Motors at its launch. The period is scheduled to end on October 26, 2026, the announced deadline for shareholders to tender their shares.