Key Quantitative Figures
- Total Shares Tendered: 238,157,212 Common Shares
- Percentage of Offer Shares: 87.81% of Iveco's common share capital (271,215,400 shares)
- Final Ownership Stake: 89.42% of Issuer's common share capital (net of Treasury Shares)
- Offer Price: €14.40 per share (cum dividend), consisting of initial €14.10 plus additional €0.30
- Aggregate Countervalue: €3,429,463,852.80
- Treasury Shares: 4,868,597 shares (1.80% of common share capital)
Transaction Timeline and Dates
- Acceptance Period: September 7, 2026 to October 26, 2026
- Payment Date for Initial Tenders: October 30, 2026
- Reopening Period: November 2, 3, 4, 5, and 6, 2026 (5 trading days)
- Payment Date for Reopening Tenders: November 13, 2026
Parties Involved
- Offeror: TML CV Holdings B.V. (wholly-owned subsidiary of TML CV Holdings Pte. Ltd.)
- Issuer: Iveco Group N.V. (IVG)
- Intermediary: BNP Paribas, Italian Branch (Responsible for Coordinating Collection of Acceptances)
- Global Information Agent: Georgeson S.r.l.
- Regulatory Approval: CONSOB Resolution No. 24119 of September 3, 2026
Conditions and Effectiveness
The Threshold Condition and all other Conditions to the Offer have been satisfied. The Offer has become fully effective and unconditional as of October 27, 2026.
Post-Offer Scenarios
The document outlines three potential scenarios based on final ownership levels:
1. 90-95% Ownership: Offeror will initiate voluntary purchase procedure under Article 108(2) of Italian CFA
2. Over 95% Ownership: Offeror will commence Dutch Legal Squeeze-Out for remaining shares
3. Below Conditions: Delisting through Post-Offer Demerger and Liquidation (approved by IVG EGM on October 16, 2026)
Geographic Jurisdictions
The Offer was launched in Italy and extended to the United States under Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act, with specific exclusions for Canada, Japan, Australia, and other restricted jurisdictions.