Tata Motors’ proposed €3.91 billion takeover of Italian commercial vehicle maker Iveco Group cleared a key hurdle on Friday after shareholders approved resolutions lowering the minimum acceptance threshold for the offer from 95 per cent to 80 per cent.
The resolutions were approved at an extraordinary general meeting in Amsterdam, according to a statement from Iveco. The approvals fulfil several conditions required for Tata Motors’ acquisition vehicle, TML CV Holdings, to declare its voluntary public tender offer unconditional, although the transaction remains subject to other outstanding conditions.
Tata Motors raised its offer price on October 9 from €14.10 to €14.40 per share. The revised offer values the transaction at approximately €3.91 billion and is aimed at expanding Tata Motors’ presence in the global commercial vehicle market.
The reduction in the acceptance threshold means Tata Motors would need to secure at least 80 per cent of Iveco’s common shares for the offer to proceed, rather than the previously required 95 per cent. Shareholders also approved amendments to Iveco’s Articles of Association, including provisions for the company’s conversion from a publicly listed entity into a private limited liability company following delisting.
The resolutions provide for the appointment of new board members once the transaction is settled. They also include provisions for a post-offer demerger, which the acquirer may implement if it obtains at least 80 per cent of Iveco’s common shares. A subsequent share sale and the potential dissolution of Iveco’s existing corporate entity were also authorised as part of the proposed post-acquisition restructuring.
Shareholders further approved changes to Iveco’s special voting share arrangements, including the termination of its loyalty voting structure following settlement. These measures are linked to the corporate restructuring planned after completion of the offer.
The acquisition would give Tata Motors’ commercial vehicle business a broader geographical presence and product portfolio, particularly in Europe. Commercial vehicle manufacturers are closely linked to freight movement, goods distribution, construction logistics and municipal operations, making the transaction relevant to the wider transport and urban supply-chain ecosystem.
Iveco’s tender offer is scheduled to close on October 26, unless the period is extended. Completion will depend on the remaining offer conditions being satisfied, and the shareholder approvals do not by themselves confirm that the acquisition has been completed.
