Tata Motors’ proposed €3.91 billion acquisition of Iveco Group has cleared a key hurdle after shareholders approved resolutions linked to the takeover, including a reduction in the minimum tender acceptance threshold from 95% to 80%.
The resolutions were passed at an extraordinary general meeting (EGM) in Amsterdam on October 16. The approval eases the path for the transaction, although completion remains subject to outstanding offer conditions and sufficient shareholder acceptance. The tender offer is scheduled to close on October 26, unless extended.
Girish Wagh, managing director and CEO of Tata Motors, said in the companies’ joint announcement: “By combining our respective strengths, capabilities and market presence, we have the opportunity to build a stronger, more globally competitive commercial vehicle business that is better positioned to serve customers, invest in future technologies and create sustainable value for all stakeholders.”
Chandrasekaran to lead Iveco’s proposed board
N. Chandrasekaran, chairman of Tata Sons, has been proposed as Iveco’s chairperson following settlement of the offer. P.B. Balaji, chief executive of Jaguar Land Rover, and Girish Wagh are proposed to join the board as non-independent directors.
Iveco’s proposed six-member board will also include chief executive Olof Persson and two independent directors. The appointments will take effect only after settlement of the offer, with the proposed terms for the incoming directors running until Iveco’s 2027 annual general meeting.
Shareholders have also approved amendments to Iveco’s articles of association, changes to its voting structure and provisions for a potential post-offer demerger and share sale. These measures would facilitate the proposed restructuring and delisting, subject to applicable ownership thresholds and transaction conditions.
Tata Motors raised its offer to €14.40 per share on October 9 from €14.10, citing delays in obtaining regulatory approvals. The company described the revised price as its best and final offer.
Acquisition to expand global commercial vehicle operations
Announced in July 2025, the deal excludes Iveco’s defence business, which was sold to Italian defence company Leonardo for an enterprise value of €1.7 billion.
The combined commercial vehicle business is expected to generate annual revenue of approximately €21 billion and sell more than 590,000 vehicles. For Tata Motors, the acquisition would strengthen its European presence, broaden its product portfolio and diversify its geographic footprint, while creating opportunities to scale investments in technology and manufacturing.
The October 26 deadline remains the next critical milestone as Tata Motors seeks to secure the required shareholder acceptance and satisfy the outstanding conditions before completing the acquisition.