Tata Motors Secures 87.8% Acceptance for Iveco Offer, Exceeding Revised Threshold
Key Facts
The proportion of shares tendered into Tata Motors’ offer to buy Iveco stood at 87.8% when it closed on 26 October, exceeding the revised minimum threshold of 80%, according to provisional results reported by Reuters. The figure represents the share of stock whose holders accepted the offer on its final day, while Tata held 89.42% of Iveco’s ordinary capital after treasury shares were taken into account. The companies said this holding was calculated on the basis of provisional results. The distinction separates the offer acceptance rate from ownership of the capital. The 80% threshold was a condition for completing the offer after it was revised under a shareholder meeting resolution; it was not the acceptance rate achieved by shareholders.
The offer opened on 7 September and ran through 26 October, after Tata raised the price on 9 October to 14.40 euros per share from 14.10 euros. Iveco’s terms initially set an acceptance threshold of 95% of ordinary shares. It was to be automatically lowered to 80% if shareholders approved the resolution on post-offer arrangements at an extraordinary general meeting. The meeting took place on 16 October, 10 days before the acceptance period closed. Exceeding 80% was therefore sufficient to meet the revised condition, while the final voting result on the offer and its subsequent procedures remained subject to the official results announcement.
Reaching the 80% threshold does not mean Iveco will be delisted immediately or that a squeeze-out of the remaining shares will begin. The terms state that Tata can initiate the Dutch statutory squeeze-out procedure if its ownership reaches 95% or more of the ordinary shares. If ownership is between 80% and 95%, Iveco says Tata intends to carry out a subsequent demerger of the businesses followed by liquidation, subject to shareholder approval of the relevant resolution. The difference between the two routes makes the final ownership percentage crucial in determining the next step. The provisional holding announced was 89.42%, within the range described for the demerger and liquidation route, with results remaining provisional until formally announced.
Iveco’s largest shareholder, Exor, had irrevocably undertaken to support the offer and tender about 27.06% of the ordinary shares, representing 43.19% of voting rights, according to an Iveco statement. The company’s board also unanimously recommended accepting the offer and voting in favour of the resolutions related to the transaction. When the deal was announced in July 2025, Iveco valued the cash consideration at about 3.8 billion euros, excluding the defence business, at an original price of 14.10 euros per share. The price then rose to 14.40 euros in October. Exor’s undertaking and the board’s recommendation provide institutional context for the offer, while the price increase reflects a revision of its terms before the acceptance period ended.
The companies say the combined group could generate revenue of about 21 billion euros and annual sales of more than about 590,000 units. They estimated that Europe would account for about 46% of revenue and India about 32%. They present the combination of Tata’s commercial vehicle business and Iveco’s operations as a way to spread capital investment across greater volumes, achieve operational efficiencies and reduce cash flow volatility, a feature they say is inherent to the commercial vehicle sector. These estimates frame the deal as an expansion of the group’s commercial activity across key markets. They remain figures and projections provided by the companies when presenting the deal, rather than operating results already achieved.
The deal comes as the European Union passenger car market recorded cumulative growth of 5.7% through September 2026 compared with the same period a year earlier, according to the European Automobile Manufacturers’ Association. The association said growth was achieved despite rising energy prices and ongoing geopolitical challenges. Fully electric cars accounted for 22.7% of the market, compared with 16.1% a year earlier, while hybrids accounted for 36.3%. By contrast, the combined share of petrol and diesel cars fell to 28.2% from 36.9%. These figures cover passenger car registrations in the European Union, while the deal focuses on commercial vehicles; they therefore provide context on the broader auto market and the shift in powertrain mix, rather than a direct measure of demand for Iveco trucks.
Iveco said final results would be announced before the market opens on 29 October, and the offer would reopen from 2 to 6 November. The reopening period gives shareholders who did not tender their shares during the initial period an opportunity to accept the offer according to the announced schedule. The official results will determine the ownership percentage after that stage closes and whether it changes from the provisional level of 89.42%. The route Tata will pursue in light of its ownership level and the shareholder meeting resolutions will then become clear. The demerger and liquidation or statutory squeeze-out procedures remain subject to the conditions specified in the offer, not simply to exceeding the acceptance threshold.