Key Transaction Details

  • Offer Price: EUR 14.10 per common share (cum dividend) in cash
  • Valuation: Approximately EUR 3.82 billion for Iveco Group
  • Acceptance Period: September 7, 2026 to October 26, 2026 (8:30 AM to 5:30 PM CEST)
  • Minimum Acceptance Condition: 95% of common shares, automatically reducible to 80% if shareholders adopt the Back-End Resolution at the EGM
  • EGM Date: October 16, 2026 to vote on resolutions related to the offer

Financing Arrangements

The Offeror has secured fully committed bridge financing through a facility agreement for up to EUR 3,825,000,000.00 with Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd. Guarantors have issued a "certain funds" Guarantee of Exact Fulfilment.

Board Recommendations and Support

The Iveco Group Board of Directors unanimously:

  • Supports the transaction
  • Recommends the offer for acceptance by shareholders
  • Recommends shareholders vote in favor of resolutions at the EGM

The board received fairness opinions from Goldman Sachs (July 30, 2025 and September 4, 2026) and Rothschild & Co Italia S.p.A. confirming the offer price is fair from a financial point of view.

Shareholder Commitments

Exor N.V., Iveco's largest shareholder with approximately 27.06% of common shares and 43.19% of voting rights, has irrevocably committed to:

  • Support the offer
  • Tender its shareholding
  • Vote in favor of resolutions at the EGM

Iveco Group board members holding approximately 0.14% of common shares have also agreed to tender their shares and vote in favor.

Regulatory Approvals

All required Competition Clearances, FDI Clearances, FSR Clearance and Prior Authorizations have been obtained.

Non-Financial Covenants

The Offeror has committed to a robust set of non-financial covenants for two years after the Payment Date, including:

  • Maintaining Iveco Group's headquarters in Turin, Italy
  • Respecting existing employee rights and benefits
  • No workforce reduction as direct consequence of the combination
  • No plant or factory closures as direct consequence of the combination
  • Maintaining Iveco's corporate identity, brands, and ESG commitments

Delisting Strategy

The offer is intended to achieve 100% acquisition and delisting from Euronext Milan. If the Offeror obtains:

  • 95% or more: Will commence Dutch Legal Squeeze-Out procedure
  • 80-95%: Intends to implement Post-Offer Demerger and Liquidation (if approved)

Advisors

Iveco Group Advisors: Goldman Sachs (exclusive financial advisor); De Brauw Blackstone Westbroek and PedersoliGattai (legal counsel); Maisto e Associati (Italian tax counsel); Greenberg Traurig (independent legal advisor); Rothschild (independent financial advisor)

Tata Motors Advisors: Morgan Stanley (exclusive financial advisor); Clifford Chance (legal counsel); PwC and Kearney (due diligence)

Other Appointments: Georgeson S.r.l (global information agent); BNP Paribas, Italian Branch (intermediary responsible for coordinating acceptances)

Indicative Timeline

  • September 4, 2026: Publication of Offer Document and Position Statement
  • September 7, 2026: Acceptance Period begins
  • October 16, 2026: EGM
  • October 26, 2026: Acceptance Period ends
  • October 30, 2026: Payment Date (4th trading day after acceptance period closes)
  • November 2-6, 2026: Potential Reopening of Terms (5 trading days)
  • November 13, 2026: Payment Date for Reopening of Terms (if applicable)

Document Availability

The Offer Document is available at: Offeror's registered office (Basisweg 10, 1043AP Amsterdam); Issuer's registered office (Via Puglia 35, 10156 Turin); BNP Paribas office (Piazza Lina Bo Bardi 3, 20124 Milan); Tata Motors website (https://cv.tatamotors.com/); Iveco Group website (www.ivecogroup.com); Georgeson website (www.georgeson.com/it).

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