Tata Motors has launched its all-cash tender offer for Iveco Group, marking the latest step in its proposed acquisition of the European commercial vehicle maker first announced in July last year.
The offer values Iveco at about €3.82 billion, or roughly Rs 41,900 crore ($4.44 billion) at current exchange rates. Tata Motors is offering €14.10 in cash for each Iveco common share on a cum-dividend basis with the acceptance period running from September 7 to October 26, 2026.
The shareholder acceptance process follows approval of the offer document by Italian market regulator Consob on September 3. Iveco’s board has also unanimously backed the transaction and recommended that shareholders accept the offer.
The board has also recommended shareholders to vote in favour of resolutions linked to the transaction at an extraordinary general meeting scheduled for October 16.
The launch takes Tata Motors closer to completing a deal first announced in July 2025, through which its commercial vehicle business is seeking to substantially expand its presence outside India, particularly in Europe.
What Tata Motors is buying
The transaction covers Iveco’s commercial vehicle operations, including its truck, bus, powertrain and financial services businesses. Iveco’s defence operations are not part of Tata Motors’ acquisition.
When the deal was announced in July 2025, its completion was conditional on the separation of Iveco’s defence business. Iveco subsequently transferred the IDV and ASTRA defence businesses to Leonardo in March 2026, after agreeing a €1.7-billion sale in 2025.
That distinction is important because the €3.82-billion valuation applies to the Iveco business Tata Motors is acquiring after the defence separation, rather than the former Iveco Group in its entirety. The current offer document confirms an offer price of €14.10 per share and an aggregate valuation of around €3.82 billion.
Tata Motors has secured committed financing for the full offer amount. The filing says bridge financing of up to €3.825 billion has been arranged through Morgan Stanley Bank, Morgan Stanley Senior Funding and MUFG Bank.
Why Iveco matters to Tata Motors
The acquisition would give Tata Motors’ commercial vehicle business a large foothold in Europe, where its existing presence is relatively limited, while Iveco would gain greater exposure to India and other emerging markets.
The companies estimate that the combined businesses would sell more than 590,000 vehicles annually and generate revenues of around €21 billion, or over Rs 2.28 lakh crore.
Around 46% of the combined revenue would come from Europe, 32% from India, 8% from South America and the remaining 14% from other markets, including parts of Asia and Africa.
This geographic mix is central to the deal. Tata Motors is already one of India’s largest commercial vehicle manufacturers, while Iveco has a stronger European franchise spanning light, medium and heavy trucks, buses and powertrains.
What needs to happen now?
The next step is crossing a shareholder acceptance threshold.
The offer currently requires Tata Motors to secure at least 95% of Iveco’s common shares. That threshold will automatically fall to 80% if shareholders approve a so-called Back-End Resolution at the October 16 EGM.
Put simply, the resolution gives Tata Motors an alternative route to acquiring the remaining Iveco business and securing a delisting even if the offer does not initially reach the 95% threshold.
Iveco’s largest shareholder, Exor, has irrevocably committed to support the offer and tender its entire holding, representing about 27.06% of Iveco’s common shares and 43.19% of voting rights.
If Tata crosses 95%, it intends to begin a Dutch legal squeeze-out process to acquire the remaining shares. If acceptance lands between 80% and 95%, it can pursue a post-offer demerger and liquidation structure, provided shareholders approve the relevant resolution.
The structure may appear complex because Iveco is incorporated in the Netherlands while its shares trade on Euronext Milan, requiring the transaction to navigate both Dutch corporate law and Italian takeover rules.
Importantly, the companies said that all required competition, foreign direct investment and EU Foreign Subsidies Regulation clearances, along with other prior authorisations, have now been obtained.
Delisting is the end goal
Tata Motors is seeking ownership of 100% of Iveco’s common shares and ultimately wants the company delisted from Euronext Milan.
The companies have presented in the filing that operating Iveco as a wholly owned, privately held subsidiary would allow it to pursue longer-term investments without some of the constraints associated with remaining separately listed.
The offer document also includes two-year commitments covering employees, governance and Iveco’s industrial footprint.
Tata Motors has said Iveco’s headquarters will remain in Turin and that it does not envisage workforce reductions as a direct consequence of the combination. It has also committed not to undertake material plant closures as a direct result of the deal during the covenant period.
Tata Motors MD and CEO Girish Wagh said the two companies could use their complementary market positions to build a more globally competitive commercial vehicle business and spread investments in future technologies over a larger operating base.
Iveco CEO Olof Persson said the increased scale and geographic reach should help accelerate innovation while expanding opportunities for the company’s employees, suppliers and partners.
If the acceptance period closes as currently scheduled and all remaining conditions are met, payment for shares tendered during the initial offer period is expected on October 30. The offer may subsequently reopen for five trading days in certain circumstances.