Tata Motors set to hold 96.25% of Iveco after settlement

Tata Motors Limited is set to hold 96.25% of Iveco Group N.V.'s common share capital, net of treasury shares, when the reopened tender offer settles on 13 November 2026, after shareholders tendered 18,203,217 shares. The result exceeds the 95% ownership level cited for the planned Dutch legal squeeze-out.

How much of Iveco will Tata Motors hold after settlement?

Tata Motors will hold 256,360,429 Iveco common shares, equal to approximately 96.25% of common share capital net of treasury shares, on the 13 November 2026 payment date. The stake is being acquired through TML CV Holdings Pte. Ltd. and its wholly owned Dutch subsidiary, TML CV Holdings B.V., the offeror under the voluntary tender offer.

The holding combines 238,157,212 shares tendered in the initial acceptance period, or approximately 87.81% of Iveco's common share capital, with 18,203,217 shares tendered during the reopening, or approximately 6.71%. Iveco's 4,868,597 treasury shares, representing approximately 1.80% of common share capital, are excluded from the net ownership calculation.

The reopening added 6.71 percentage points to the 87.81% secured in the original acceptance period. Tata Motors said the offeror had not bought Iveco shares outside the offer between 4 September 2026, the offer-document date, and 9 November 2026, meaning the reported stake results from shares tendered through the two offer windows.

What changed in the final reopened-offer results?

The final reopening result was 18,203,217 tendered Iveco shares, 105,812 shares below the provisional number published on 6 November 2026. BNP Paribas, Italian Branch, which coordinated the collection of acceptances, communicated the final tally after the reopening concluded on 9 November 2026.

Those reopening tenders represented approximately 6.71% of Iveco's common share capital and of the 271,215,400 shares subject to the offer. Despite the reduction from the provisional result, Tata Motors remained above 95% after including the 238,157,212 shares already tendered during the initial acceptance period.

The reopened shares carried an aggregate countervalue of EUR 26.21 crore, calculated using the amended price of EUR 14.40 per share. That countervalue applies only to the 18,203,217 shares tendered during the reopening and does not state the value of shares accepted in the earlier offer period.

What will Tata Motors pay for reopened Iveco shares?

Tata Motors will pay EUR 14.40 per Iveco common share tendered in the reopening on 13 November 2026, against the simultaneous transfer of ownership to the offeror. The stated price is cum dividend, as specified in the tender-offer terms.

The EUR 14.40 amount consists of an initial EUR 14.10 per-share price and an additional cash component of EUR 0.30 per share. Tata Motors increased the price on 9 October 2026 through an amendment notice, and the final EUR 26.21 crore reopening-period countervalue uses that revised price.

The offer document was approved by CONSOB, the Italian securities regulator, under Resolution No. 24119 dated 3 September 2026 and published on 4 September 2026. The 9 October amendment therefore increased the cash payment by EUR 0.30 per share from the price in the original offer document.

What will happen to Iveco shares that were not tendered?

Tata Motors said its offeror will commence a Dutch legal squeeze-out for the 9,986,374 Iveco common shares it does not yet hold. Those outstanding shares represented approximately 3.68% of Iveco's common share capital in the 9 November 2026 announcement.

The offeror said it had reached, together with its affiliates, at least 95% of Iveco's issued and outstanding common share capital represented by common shares under the applicable Dutch calculation. That calculation does not include treasury shares, and Tata Motors had previously declared that it did not intend to restore a free float sufficient to support regular trading in Iveco shares.

Tata Motors also said the Dutch legal squeeze-out will not be preceded by the proposed Demerger and Share Sale. The filing gives no timetable, procedural details or consideration terms for the squeeze-out, stating that these will be communicated in a separate market announcement.

Why does the 95% holding matter for Iveco's listing?

The 95% holding matters because it allows Tata Motors to pursue the announced Dutch legal squeeze-out of the remaining 3.68% of Iveco common share capital. The transaction has therefore moved beyond the initial acceptance-period result of 87.81% toward the offeror's stated route to acquire the 9,986,374 shares still outstanding.

Borsa Italiana will order suspension of trading in Iveco shares and/or delisting under Article 2.5.1 of its Stock Exchange Regulation, taking account of the time needed to complete the Dutch legal squeeze-out. Tata Motors has not disclosed a suspension date, delisting date or the timing of the squeeze-out steps as of 9 November 2026.

The key near-term transaction event is the 13 November 2026 settlement, when ownership of reopening-period shares transfers to the offeror and EUR 14.40 per share becomes payable. The later squeeze-out process, rather than a further tender reopening, is the mechanism Tata Motors has identified for the shares that remain outside its holding.

Conclusion

Tata Motors has increased its Iveco ownership position from 87.81% in the initial acceptance period to 96.25% net of treasury shares after 18,203,217 shares were tendered in the reopening. Although the final reopening total was 105,812 shares below the 6 November provisional figure, it left the offeror above the 95% level for the stated Dutch squeeze-out mechanism.

The next disclosed event is payment and share transfer on 13 November 2026 at EUR 14.40 per reopened-offer share. Investors should watch for Tata Motors' separate announcement on the timing, modalities and terms of the Dutch legal squeeze-out, followed by Borsa Italiana's action on trading suspension and/or delisting.