News ArticleTata Motors Subsidiary Acquires 96.25% of Iveco Group Through Tender Offer Finalization
Following reopening of terms, TML CV Holdings reaches majority stake, preparing to implement Dutch legal squeeze-out in November 2026
Tata Motors Limited’s wholly owned subsidiary, TML CV Holdings B.V., has increased its ownership in Iveco Group N.V. to 96.25% via a voluntary totalitarian tender offer, following the reopening of terms where over 18 million common shares were tendered. The payment date is set for November 13, 2026, and a Dutch legal squeeze-out of remaining shares will commence.
Tata Motors Limited
Acquisition / Amalgamation / Merger / Demerger
Tata Motors Limited's wholly owned subsidiary, TML CV Holdings B.V., has successfully increased its stake in Iveco Group N.V. to approximately 96.25% of the common share capital following a voluntary totalitarian tender offer and reopening of terms.
During the reopening phase of the tender offer, 18,203,217 common shares, representing about 6.71% of Iveco Group's common share capital, were tendered. With these shares, the total shares held by TML CV Holdings B.V. amount to 256,360,429, or roughly 96.25% of issued and outstanding shares, excluding treasury shares.
The price per share was set at EUR 14.40, inclusive of an initial price of EUR 14.10 plus an additional EUR 0.30 cash component announced earlier in October 2026.
Payment for the newly tendered shares will be made on November 13, 2026, coinciding with the transfer of ownership.
Having achieved a holding exceeding 95%, TML CV Holdings B.V. will proceed with the Dutch legal squeeze-out to acquire the remaining approximately 3.68% of shares not yet owned.
The squeeze-out will lead to suspension of trading and potential delisting of Iveco Group shares from Borsa Italiana, with further details to be announced.
Highlights
- TML CV Holdings B.V. attains 96.25% ownership of Iveco Group common shares.
- 18,203,217 shares tendered during the reopening terms, representing 6.71% of issued capital.
- Total offer price per share is EUR 14.40 (cum dividend).
- Payment date set for November 13, 2026, for shares tendered during reopening.
- Dutch legal squeeze-out to start for remaining roughly 3.68% shares.
- Trading suspension and delisting from Borsa Italiana anticipated post squeeze-out.
Key Data Snapshot
What happened
- TML CV Holdings B.V., a wholly owned subsidiary of Tata Motors Limited, finalized a voluntary totalitarian tender offer to acquire common shares of Iveco Group N.V.
- During the reopening of the offer period, over 18 million shares were tendered, bringing total stake to approximately 96.25% of Iveco Group's common shares.
- The enhanced offer price per share was EUR 14.40, combining original price and additional cash component.
Key details
- The payment for tendered shares will be executed on November 13, 2026.
- The Offeror plans to implement the Dutch legal squeeze-out to acquire remaining shares not tendered, approximately 3.68% of issued shares.
- Following the squeeze-out initiation, Borsa Italiana will suspend trading of Iveco Group shares with possible delisting to follow.
Transaction details
- The Offeror did not purchase any additional shares outside of the tender offer period between the official offer document date (September 4, 2026) and the date of this announcement.
- The offer was amended to increase the per-share price by EUR 0.30 through an official Amendment Notice on October 9, 2026.
- BNP Paribas, Italian Branch, acted as intermediary coordinating the collection of acceptances during reopening of terms.
Regulatory and governance context
- The tender offer complies with articles under the Italian Legislative Decree No. 58 and applicable Italian regulations.
- The offer extends to shareholders both in Italy and the United States under relevant securities regulations.
- The Offeror’s acquisition triggers obligations under Dutch law to effect a squeeze-out of minority shareholders once 95% shareholding is reached.
Highlights
- TML CV Holdings B.V. attains 96.25% ownership of Iveco Group common shares.
- 18,203,217 shares tendered during the reopening terms, representing 6.71% of issued capital.
- Total offer price per share is EUR 14.40 (cum dividend).
- Payment date set for November 13, 2026, for shares tendered during reopening.
- Dutch legal squeeze-out to start for remaining roughly 3.68% shares.
- Trading suspension and delisting from Borsa Italiana anticipated post squeeze-out.
Disclosures
- Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
- Italian Legislative Decree No. 58 of 24 February 1998
- Issuers' Regulation No. 11971 of 14 May 1999
Tata Motors Limited is the indirect ultimate controlling entity acting through wholly owned subsidiaries TML CV Holdings Pte. Ltd. and TML CV Holdings B.V.
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