Tata Motors Iveco takeover clears 80% bar at 87.81%

Key takeaways

• Tata Motors' bidding vehicle, TML CV Holdings, received tenders for 238,157,212 Iveco Group shares by the October 26 close, about 87.81% of the shares covered by the offer, according to provisional figures.
• That clears the 80% minimum acceptance level that Iveco shareholders approved at an extraordinary general meeting (EGM) on October 16, down from the original 95%.
• Tendering shareholders are due to be paid €14.40 a share on October 30; the offer is set to reopen for five trading days, November 2-6.
• Because acceptances sit between 80% and 95%, Tata's planned route to full ownership is the post-offer demerger, share sale and dissolution approved at the EGM, rather than a Dutch statutory squeeze-out.
• Final results are expected by October 29. Until then, the 87.81% figure is provisional.

The Tata Motors Iveco takeover has cleared its key hurdle. Holders of roughly 238.2 million shares, about 87.81% of the shares covered by the offer, tendered into the €14.40-a-share cash bid by the October 26 close, beating the 80% threshold, according to provisional results.

The result ends weeks of uncertainty over whether a group of hedge funds and an activist investor would hold out for a higher price, and it moves the Indian truckmaker's roughly €3.9 billion bid for the Italian-Dutch commercial-vehicle maker into its settlement phase.

Tata Motors Iveco takeover: the provisional acceptance result

Tata Motors said in an announcement covered by TaxGuru that 238,157,212 common shares had been tendered, based on provisional figures from BNP Paribas, the intermediary coordinating acceptances. Measured against Iveco's common share capital excluding treasury shares, that equals about 89.42%.

The 87.81% figure used in most headlines is a different measure: it is the share of the instruments covered by the offer. Tata's October 9 filing put the maximum number of shares that could be tendered at 271,215,400, according to the Free Press Journal; 238,157,212 divided by that total gives the 87.81%. Either way, the result is comfortably above 80% and short of 95%.

Why 80% matters: demerger route instead of a squeeze-out

When the offer opened on September 7, the minimum acceptance condition was 95%. That level would have let TML CV Holdings start a Dutch statutory squeeze-out, the standard legal process for buying out the last minority holders of a Netherlands-incorporated company such as Iveco Group N.V. The offer terms also set out a fallback: if shareholders adopted a so-called back-end resolution at the EGM, the threshold would fall automatically to 80%, and at an outcome between 80% and 95% the bidder would pursue a post-offer demerger and liquidation instead, Automotive World reported at launch.

Shareholders approved every board resolution linked to the offer at the October 16 EGM in Amsterdam, according to Iveco's release carried by Automotive World. Those included the cut to 80%, a post-offer demerger that the bidder may implement once it holds at least 80% of the common shares, a post-offer share sale and the eventual dissolution of the company. Shareholders also voted to end Iveco's loyalty voting structure and to convert the company into a private limited liability company after delisting.

In practice, this kind of back-end structure lets a bidder take full control without reaching 95%. Remaining minority holders are typically cashed out through the liquidation at the offer price, usually less any withholding tax, which can leave them with less than they would have received by tendering. Bullquill described a similar mechanism in the EQT bid for Qiagen, another Dutch-incorporated company. The exact steps and timing for Iveco will be set out by the bidder.

Exor's stake and the holdout funds

Exor, the Agnelli family holding company and Iveco's largest shareholder, had irrevocably committed to tender its 27.06% of the common shares, which carried 43.19% of voting rights because of Iveco's loyalty shares. That left Tata needing most other investors to sign up.

The main uncertainty was a group of holdouts. Hedge funds Davidson Kempner and Syquant Capital and activist investor Petrus Advisers together held 20.4% of Iveco, The Week reported on October 23. Petrus Advisers has argued that Iveco is worth about €18 a share, the magazine said. With 87.81% tendered, at least part of that bloc appears to have accepted, although no fund has publicly confirmed how it voted or tendered.

Tata raised its offer by €0.30 to €14.40 on October 9 and called it its "best and final offer," saying it "will not be increased further," according to the filing reported by the Free Press Journal. The extra €81.36 million needed if all shares were tendered is funded by an €85 million credit facility from the GIFT branch of MUFG Bank.

What happens next: dates to watch

• By October 29: final acceptance results, according to Lapaas Voice. The provisional count could still be adjusted.
• October 30: payment of €14.40 a share to holders who tendered during the acceptance period, as set out in the offer document approved by Italy's market regulator Consob on September 3, PTI reported via Outlook Business.
• November 2-6: the reopened acceptance window of five trading days, with payment on November 13 for shares tendered then.
• After settlement: board changes approved at the EGM take effect, followed by delisting, conversion into a private company and the back-end steps, on a timetable the bidder controls.

Before the result, regulators including the European Central Bank, the UK's Financial Conduct Authority and the Bank of Spain had already cleared the deal, The Week reported, and the transaction was expected to close by the end of 2026.

What it means

For Tata Motors, crossing 80% turns a long-running pursuit into a near-certain acquisition. Once settlement happens, Iveco's trucks, buses and powertrain businesses become part of an Indian-owned group, giving Tata a large European commercial-vehicle footprint alongside its home-market truck business.

For Iveco shareholders who did not tender, the reopening window is the last scheduled chance to sell into the offer on its terms. After that, the demerger and liquidation route approved in October is designed to give the bidder full ownership, with remaining holders cashed out through that process rather than through a squeeze-out.

For the holdout investors, the outcome shows the limits of resisting a back-end structure once the largest shareholder is committed: with Exor's 27.06% locked in and the threshold cut to 80%, the bid needed only part of the remaining free float to succeed. Whether any holder challenges the post-offer steps is not yet known.

This article is for information only and is not investment advice.