Tata Motors reaches 89.42% in Iveco tender offer

Tata Motors has crossed the minimum acceptance threshold for its takeover of Iveco Group, with provisional tender results giving its acquisition vehicle an 89.42% holding in the Italian commercial vehicle manufacturer, excluding treasury shares.

The results, announced by Iveco on Monday and disclosed by Tata Motors on Tuesday, show that shareholders tendered 238,157,212 shares before the offer closed on 26 October. Those acceptances represent 87.81% of Iveco’s total common share capital, exceeding the revised 80% minimum required for the transaction to proceed.

The 89.42% figure is calculated after excluding the 4,868,597 shares held in Iveco’s treasury. It represents the prospective ownership of TML CV Holdings B. V., the Tata Motors acquisition subsidiary, rather than a completed transfer of the shares. Settlement remains subject to confirmation of the provisional results and satisfaction or waiver of other offer conditions.

Iveco said the final results and the status of outstanding conditions would be published by 29 October, before trading begins. Payment for shares accepted during the initial tender period is scheduled for 30 October, when ownership will transfer against the agreed cash consideration if the conditions are met.

The acquisition vehicle offered €14.40 for each share, valuing the 238.16 million tendered shares at approximately €3.43 billion. The overall offer has been valued at about €3.9 billion, making the transaction Tata Motors’ largest overseas acquisition since its purchase of Jaguar Land Rover in 2008.

The acceptance threshold was initially fixed at 95%, but fell automatically to 80% following a resolution approved by Iveco shareholders at an extraordinary general meeting on 16 October. That decision provided a mechanism for completing the transaction without securing acceptances from nearly every shareholder.

The lower requirement proved important as the tender period approached its deadline. Although the preliminary level of support comfortably exceeds 80%, it remains below the original 95% target. The final ownership structure will depend partly on the number of additional shareholders accepting the offer during a second window. Any subsequent steps towards full ownership or delisting will depend on the applicable procedures and the level of shares ultimately acquired.

Iveco has scheduled that reopening for five trading days, from 2 November to 6 November, subject to confirmation of the initial results and the remaining conditions. Investors who tender during the additional period are expected to receive payment on 13 November at the same €14.40 price.

Tata Motors raised its cash offer by 30 euro cents a share on 9 October, from €14.10, after the acquisition timetable was extended. The revised price applied to all shares tendered during the initial period, including those submitted before the increase was announced.

The takeover covers Iveco’s commercial vehicle operations, including trucks and buses, but excludes its defence business, which is being separated. The proposed combination would give Tata Motors a much larger manufacturing and distribution presence in Europe while bringing Iveco’s established commercial vehicle brands into the wider group. The deal would also broaden the range of vehicles and markets served by the combined commercial vehicle operations.

Iveco’s board had unanimously recommended that shareholders accept the offer. Its largest shareholder, Exor, which held approximately 27.06% of the common shares and 43.19% of voting rights when the offer was launched, had committed to tender its holding and support the necessary shareholder resolutions.

The transaction nevertheless drew opposition from investment firm Petrus Advisers, which argued that the original price undervalued Iveco and failed to reflect sufficiently the potential benefits of combining the businesses. The increase to €14.40 did not eliminate the importance of shareholder participation in meeting the formal acceptance condition.

Tata Motors managing director and chief executive Girish Wagh described the revised price as the company’s best and final offer before the tender deadline. The company had indicated that a substantial proportion of shareholders might submit their acceptances close to the closing date, a pattern reflected in the final provisional tally.

The offer began on 7 September after Italy’s market regulator, Consob, approved the offer document earlier that month. BNP Paribas’s Italian branch coordinated the collection of acceptances and supplied the provisional figures disclosed by Iveco.

Iveco said the acquisition vehicle had not purchased any common shares outside the tender offer between publication of the offer document on 4 September and the closing date. The company’s treasury holding accounted for approximately 1.80% of its issued common share capital.