Tata Motors Launches €3.82 Billion Cash Tender Offer for Iveco Group

Tata Motors has commenced a recommended, all-cash voluntary tender offer for all outstanding common shares of Iveco Group N.V., the companies announced, in a deal valuing the Italian-Dutch commercial vehicle maker at approximately €3.82 billion.

The offer, made through Tata Motors subsidiary TML CV Holdings B.V., values each Iveco Group common share at €14.10 in cash, cum dividend. The acceptance period runs from September 7 to October 26, 2026, with Iveco Group shareholders scheduled to vote on related resolutions at an extraordinary general meeting on October 16. Iveco's board of directors unanimously supports the deal and has recommended that shareholders tender their shares and vote in favour of the offer, with two board members, Suzanne Heywood and Alessandro Nasi, recusing themselves from the board's final decision-making on the matter.

Exor N.V., Iveco Group's largest shareholder and the Agnelli family's investment vehicle, has irrevocably committed to tender its stake — roughly 27.06 percent of common shares and 43.19 percent of voting rights — in support of the offer, a commitment that significantly de-risks the transaction's path to completion.

The companies describe the transaction as combining two businesses with complementary product lines and little geographic or industrial overlap. Combined, Iveco and Tata Motors' commercial vehicle operations would sell more than 590,000 units annually and generate roughly €21 billion in revenue, with Europe expected to contribute around 46 percent of combined revenue, followed by India at about 32 percent, South America at roughly 8 percent, and other markets accounting for the remainder.

The commencement of the tender offer marks an important milestone in bringing together two complementary organisations," said Girish Wagh, Managing Director and CEO of Tata Motors. He said the combination of their capabilities and market presence would help build a stronger and more globally competitive commercial vehicle business, while supporting investment in future technologies and creating sustainable value for stakeholders, adding that Tata Motors has "immense respect for Iveco's heritage, people and brands" and looks forward to supporting the company's continued success.

Iveco Group CEO Olof Persson also backed the transaction, saying the board's unanimous support reflects the deal's expected benefits in scale, innovation and long-term competitiveness. To fund the acquisition, Tata Motors' commercial vehicle subsidiary signed a fully committed bridge financing debt commitment letter with Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd. Italy's market regulator, CONSOB, has approved the offer document, and the transaction is intended to result in Tata Motors acquiring all common shares of Iveco Group and subsequently delisting the company from Euronext Milan, subject to a minimum acceptance threshold of 95 percent of Iveco's common shares.

The deal marks a historic moment for Europe's commercial vehicle sector: industry observers have long speculated about the first takeover of a major European original equipment manufacturer by an Asian group, with Iveco — spun off from CNH Industrial in 2022 — long viewed as a likely candidate. The transaction follows Iveco's earlier separate divestment of its defence division, Iveco Defence Vehicles, to Italian defence and aerospace group Leonardo SpA, a move that helped satisfy Italian government requirements around domestic control of strategically sensitive defence assets.

For Tata Motors, the acquisition represents a decisive step in its strategy to expand its commercial vehicle footprint well beyond India, positioning the combined entity alongside global truck manufacturers such as Traton and Volvo Group in terms of market share and production capacity, with manufacturing sites spanning Europe, India, South America and other regions.

The transaction remains subject to completion of the acceptance period, the minimum acceptance threshold, and other customary closing conditions, with Goldman Sachs advising Iveco and Morgan Stanley advising Tata Motors on the deal.