Tata Motors provisionally reaches 96.29% of Iveco stake

Tata Motors Limited, formerly TML Commercial Vehicles Limited, said on November 7, 2026 that its offer had provisionally reached 96.29% of Iveco Group N.V.'s common share capital, net of treasury shares, after 18,309,029 shares were tendered during the reopening. Tata Motors plans to commence a Dutch legal squeeze-out if the result is confirmed.

How much of Iveco does Tata Motors now control?

Tata Motors would hold 256,466,241 Iveco common shares, or approximately 96.29% of common share capital net of treasury shares, if the reopening's provisional results are confirmed. The disclosed holding combines shares tendered in the original acceptance period and the reopened period, while excluding Iveco's 4,868,597 treasury shares from the relevant calculation.

The reopened period added 18,309,029 shares, representing approximately 6.75% of Iveco's common share capital and the 271,215,400 shares subject to the offer. Before the reopening, 238,157,212 shares had been tendered during the acceptance period, equal to approximately 87.81% of Iveco's common share capital. The reopening therefore lifted Tata Motors' indicated position by 6.75 percentage points from the original tender level to 96.29% net of treasury shares.

Tata Motors stated that its offer vehicle did not buy Iveco common shares outside the offer between September 4, 2026, the date of the offer document, and November 6, 2026. The reported route to the 96.29% position was therefore shareholder tendering during the acceptance period and reopening, rather than purchases outside the offer during that interval.

Why does Tata Motors plan a Dutch squeeze-out?

Tata Motors said its provisional 96.29% holding exceeds the 95% threshold for a Dutch legal squeeze-out, calculated under the Dutch Civil Code without taking treasury shares into account. It therefore announced that it will commence the procedure for the remaining Iveco common shares if the provisional reopening result is confirmed.

The squeeze-out is the mechanism Tata Motors has identified to acquire shares that remain outstanding after the offer. Its November 6, 2026 announcement did not specify a date, terms or detailed process for that action, saying that the timing, modalities and terms will be communicated later through a separate press release in accordance with applicable laws and regulations.

The announced route may also include a demerger and share sale before the Dutch legal squeeze-out, at the election of the offer vehicle. Tata Motors did not say on November 6, 2026 whether it will use those steps or provide a timetable for either of them. The filing establishes the intended acquisition of the residual shares after the 96.29% indicated holding, but leaves the sequencing of any intermediate legal steps unresolved.

Will Iveco shares remain publicly traded after the offer?

Tata Motors said it does not intend to restore a free float sufficient to ensure regular trading in Iveco common shares. That stated position, together with the provisional 96.29% holding, is why Tata Motors paired the squeeze-out announcement with a potential suspension of trading and delisting process.

Borsa Italiana will order suspension of trading in Iveco common shares and/or delisting under Article 2.5.1 of its Stock Exchange Regulation, according to the announcement. The exchange's action will take account of the time required to complete any elected demerger and share sale and/or the Dutch legal squeeze-out. Tata Motors did not state a specific suspension or delisting date.

Tata Motors has not presented restoration of public ownership as the planned outcome. Its disclosed plan is instead to address the residual shares through the Dutch legal procedure, potentially preceded by the optional corporate steps. The 96.29% indicated stake supports that direction, although the formal squeeze-out remains subject to confirmation of the reopening results.

What happens after the reopened offer period?

Tata Motors said final reopening results are due by 7:29 a.m. Central European Time on November 12, 2026, the trading day before the payment date. The final-results announcement is the next disclosed confirmation point for whether the 18,309,029 reopened-period shares and the resulting 96.29% holding are validated.

Payment for shares tendered during the reopening is scheduled for November 13, 2026, against the simultaneous transfer of ownership to the offer vehicle. The offer price was amended on October 9, 2026 through an additional cash component of EUR 0.30 per tendered common share, taking the stated offer price to EUR 14.40 per share, cum dividend.

The offer is being promoted by TML CV Holdings Pte. Ltd. through its wholly owned company, TML CV Holdings B.V. Tata Motors described TML CV Holdings Pte. Ltd. as wholly owned by Tata Motors and TML CV Holdings B.V. as wholly owned by TML CV Holdings Pte. Ltd. This ownership chain identifies the entity that will hold tendered shares and pursue the stated squeeze-out mechanism.

Conclusion

Tata Motors has provisionally moved from 87.81% of Iveco common share capital tendered in the original acceptance period to a 96.29% holding net of treasury shares after the reopening. The additional 18,309,029 shares tendered during that period took the indicated ownership above the 95% Dutch threshold, supporting Tata Motors' stated plan to acquire the remaining shares through a Dutch legal squeeze-out rather than restore a tradable public float.

The next disclosed event is Tata Motors' final-results release due by 7:29 a.m. Central European Time on November 12, 2026, followed by the November 13, 2026 payment date for reopened-period tenders. Tata Motors has yet to disclose the squeeze-out's timing and terms, whether it will first implement a demerger and share sale, and when Borsa Italiana will suspend trading or delist Iveco shares.