Tata Motors' takeover offer for Iveco clears its acceptance threshold with 87.81% tendered
The Indian group's bid for the Italian truck and bus maker has passed its key acceptance hurdle on the last day of the offer period. If the provisional figures are confirmed, the offeror will hold 89.42% of Iveco net of treasury shares, and the offer reopens for five trading days in November.
Tata Motors' takeover offer for Iveco Group has cleared its acceptance threshold. According to the offeror's press release dated Amsterdam, 26 October 2026, 238,157,212 Iveco common shares had been tendered when the acceptance period closed that day, about 87.81% of the company's common share capital and of the shares covered by the offer.
The offer is made by TML CV Holdings B.V., a wholly owned subsidiary of TML CV Holdings Pte. Ltd. In its stock exchange filing of 27 October, Tata Motors Limited (formerly TML Commercial Vehicles Limited), the Indian-listed commercial vehicles company, describes TML CV Holdings B.V. as its indirect wholly owned subsidiary.
What the provisional results show
The figures were communicated by BNP Paribas, Italian Branch, which coordinates the collection of acceptances. Based on the amended offer price, the tendered shares have a combined value of €3,429,463,852.80, the press release says.
Iveco holds 4,868,597 treasury shares, about 1.80% of its common share capital, and the offeror says it has not bought Iveco shares outside the offer since the offer document was published on 4 September. If the provisional results are confirmed, the offeror will therefore hold 238,157,212 shares, or about 89.42% of Iveco's common share capital net of treasury shares.
Much of the support arrived late. According to Teleborsa, via Borsa Italiana, 97,078,765 shares were tendered on 26 October alone, the last day of the acceptance period, which had opened on 7 September.
The threshold that mattered
The offer document originally made the deal conditional on reaching at least 95% of Iveco's issued and outstanding common shares on a fully diluted basis. That level was automatically lowered to 80% after Iveco's extraordinary general meeting adopted the so-called back-end resolution on 16 October 2026. Based on the provisional results, the offeror says this threshold condition has been met.
Business Standard reports that shareholders at that meeting approved all resolutions proposed by the board, including the lower acceptance threshold.
Price, payment and the next steps
The price is €14.40 per share, cum dividend. It combines the original €14.10 set out in the offer document with an additional €0.30 per share that was added on 9 October 2026, as also reported by The Hindu BusinessLine, which carried a Reuters report. Applied to all 271,215,400 shares covered by the offer, the amended price implies a total of about €3.9 billion, our calculation, in line with the €3.91 billion offer size cited by Business Standard.
According to the offeror, final results, together with an update on the offer's remaining conditions, will be published by 7:29 CET on 29 October 2026. Shares tendered so far are due to be paid for on 30 October.
If the provisional results are confirmed, the acceptance period will reopen for five trading days, from 2 to 6 November 2026, so that shareholders who have not yet tendered can still do so. Payment for those shares is scheduled for 13 November 2026.
The other conditions to the offer are still to be confirmed or waived in the final results announcement, so the deal is not yet complete.
Background: a truck maker without its defence arm
Tata's offer covers Iveco after the sale of its defence business. On 18 March 2026, Iveco transferred its Defence Business, the IDV and ASTRA brands, to Leonardo under an agreement announced on 30 July 2025. Leonardo said it paid €1.6 billion, in line with the agreed enterprise value of €1.7 billion minus contractual adjustments. Iveco said the separation of the defence unit was one of the conditions for completing the Tata Motors tender offer, which was first notified to the Italian regulator Consob on 30 July 2025.
Iveco said it planned to return the net proceeds of that sale to its shareholders through an extraordinary dividend.
Why it matters for Europe
The deal would give Tata Motors a large European base. Business Standard reports that Tata Motors' commercial vehicle division currently earns nearly 90% of its revenue in India, and that together the two companies would have annual sales of more than 540,000 vehicles and revenue of over $25 billion. Iveco, based in Turin, brings production in Europe and other regions, plus electric buses, electric light commercial vehicles and alternative-fuel technology, the paper says.
What it means for European founders and investors
For investors, the deal is a reminder of how takeover rules shape outcomes. The offer passed only after shareholders approved a back-end resolution that cut the acceptance threshold from 95% to 80%, and most shares came in during the final days. Similar mechanics are now playing out in other European public offers, such as Recordati, where CVC and GBL secured 74% in their takeover offer.
For founders in mobility, logistics software and vehicle electrification, a new owner with global ambitions could change procurement and partnership decisions at one of Europe's main truck and bus makers. Those effects are not yet known, and neither company has set out integration plans in these announcements.
For more European deal coverage, see our reports on Stena's agreement to buy Color Line and Frasers taking control of Hugo Boss.
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