Tata Motors Ltd on Wednesday (July 30) announced that its Executive Committee has approved the acquisition of 100% of the common shares of Iveco Group N.V., through an all-cash voluntary public tender offer. The proposed deal is valued at approximately €3.8 billion, subject to all necessary regulatory and statutory approvals.However, the deal excludes the defence business, which Iveco plans to divest before completion. Shareholders are expected to receive an extraordinary dividend of €5.5–6.0 per share from that divestiture, bringing the total effective value to €19.6–20.1 per share. This represents a 34–41% premium over the 3-month VWAP before July 17.
The offer will be made by TML CV Holdings PTE LTD or a new Dutch-incorporated entity, wholly owned by Tata Motors. The transaction seeks to acquire all 271.2 million common shares of Iveco Group at €14.1 per share, subject to a minimum acceptance level of 80%.
Also Read: Tata Motors shares are up 10% in one month; Here is another trigger for the stockIveco Group N.V., incorporated in June 2021 and headquartered in Turin, Italy, is a global automotive company engaged in the design, production, and sale of trucks, buses, powertrains, and related financial services. Its FY24 turnover, including the defence business, stood at €15.3 billion. The non-defence business includes operations across Europe, India, the US, and over 30 other countries.
The acquisition is strategically aligned with Tata Motors’ goal of building a global commercial vehicles leader. The deal will allow Tata Motors to expand its portfolio, access future-ready technologies, leverage complementary geographies, and diversify across segments.
Post-transaction, the combined entity is expected to have annual unit sales of around 540,000 and revenue of approximately €22 billion, with geographic revenue split across Europe (50%), India (35%), and the Americas (15%).
Exor N.V., Iveco Group’s largest shareholder holding 27.06% of shares and 43.11% voting rights, has irrevocably committed to tender its shares in support of the offer. The Board of Directors of Iveco has unanimously recommended the offer.
Also Read: Tata Motors shares rebound from 52-week low after assuring remarks from CFO on JLRThe acquisition is expected to close by April 2026, following required merger control, foreign direct investment, EU Foreign Subsidies Regulation, and other jurisdictional clearances.
In connection with the combination, on behalf of Iveco Group, Goldman Sachs is acting as the exclusive financial advisor, De Brauw Blackstone Westbroek and PedersoliGattai are acting as legal counsel and Maisto e Associati
is acting as Italian tax counsel.
On behalf of Tata Motors, Morgan Stanley India Company Private Limited is acting as the exclusive financial advisor. Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd., have jointly underwritten the financing facilities of EUR 3.8 billion for funding of the proposed offer.
Clifford Chance is acting as legal counsel, and PwC and Kearney have helped with the Due Diligence. Greenberg Traurig is acting as an independent legal advisor to the independent non-executive members of the Iveco Board.
Natarajan Chandrasekaran, Chairman of Tata Motors, “This is a logical next step following the demerger of the Tata Motors Commercial Vehicle business and will allow the combined group to compete on a truly global basis with two strategic home markets in India and Europe.
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The combined group’s complementary businesses and greater reach will enhance our ability to invest boldly. I look forward to securing the necessary approvals and concluding the transaction in the coming months.”
Shares of Tata Motors Ltd ended at ₹668.40, down by ₹24.00, or 3.47%, on the BSE.
