Iveco Group shareholders on Friday approved all resolutions related to Tata Motors’ proposed acquisition of the Italian commercial vehicle manufacturer, clearing a key hurdle for the transaction and reducing the minimum share acceptance threshold from 95 per cent to 80 per cent.
The resolutions were approved at an extraordinary general meeting (EGM) held in Amsterdam, Iveco said in a statement. The approval fulfils several conditions required for Tata Motors’ acquisition vehicle to declare its voluntary public tender offer unconditional, although the transaction remains subject to other conditions.
Tata Motors, through its subsidiary TML CV Holdings, is seeking to acquire Iveco’s commercial vehicle business. The Indian automaker had, on October 9, raised its offer price from €14.10 to €14.40 per share, valuing the transaction at approximately €3.91 billion.
The reduction in the minimum acceptance threshold to 80 per cent is significant as it lowers the proportion of shares Tata Motors must secure to proceed with the acquisition, potentially easing the completion of the transaction.
Shareholders also approved amendments to Iveco’s articles of association, its conversion from a publicly listed company into a private limited liability company following delisting, and the appointment of new board members effective upon settlement.
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The resolutions additionally provide for a post-offer demerger, which the acquirer may implement if it secures at least 80 per cent of Iveco’s common shares. Shareholders also authorised a subsequent share sale and potential dissolution of the existing corporate entity as part of the post-acquisition restructuring.
The EGM further approved changes to Iveco’s special voting share arrangements, including termination of its loyalty voting structure following settlement.
The acquisition is expected to strengthen Tata Motors’ position in the global commercial vehicle market by expanding its geographical presence and product portfolio, particularly in Europe.
The tender offer is scheduled to close on October 26, unless extended. Completion will depend on the remaining offer conditions being satisfied.