Transaction Overview

TML CV Holdings B.V., an indirect wholly-owned subsidiary of Tata Motors Limited, has announced a voluntary totalitarian tender offer for all common shares of Iveco Group N.V. (IVG). The offer is promoted by TML CV Holdings Pte. Ltd., a wholly-owned subsidiary of Tata Motors, through its wholly-owned subsidiary TML CV Holdings B.V.

Offer Details

  • Offer Price: €14.10 per common share (cum dividend)
  • Acceptance Period: September 7, 2026 to October 26, 2026 (8:30 AM to 5:30 PM CE(S)T)
  • Payment Date: October 30, 2026 (fourth trading day after acceptance period ends)
  • Potential Reopening: If legal requirements are met, acceptance period may reopen for five trading days from November 2-6, 2026

Regulatory Approvals

  • CONSOB Approval: Resolution no. 24119 of September 3, 2026
  • Italian Regulatory Framework: Articles 102 et seq. of Italian Legislative Decree no. 58 of 24 February 1998 (CFA)
  • Article 37 of Consob Resolution No. 11971 of 14 May 1999 (Issuers' Regulation)

Documentation and Availability

The Offer Document is available at:

  • Offeror's registered office: Basisweg 10, 1043AP Amsterdam, The Netherlands
  • Issuer's registered office: Via Puglia 35, 10156 Turin, Italy
  • BNP Paribas, Italian Branch: Piazza Lina Bo Bardi 3, 20124 Milan, Italy
  • Tata Motors website: https://cv.tatamotors.com/
  • Iveco Group website: https://www.ivecogroup.com/
  • Georgeson S.r.l. website: www.georgeson.com/it

Independent Reviews

The offer includes position statement from Iveco Group N.V. with:

  • Independent directors' opinion pursuant to Article 39-bis of Issuers' Regulation
  • Fairness opinion from Rothschild & Co Italia S.p.A. (appointed by independent directors)
  • Fairness opinion from Goldman Sachs Bank Europe SE, Succursale Italia (appointed by IVG board)

U.S. Shareholder Considerations

The offer is extended to United States shareholders in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, subject to applicable exemptions under Rule 14d-1(d). An English translation of the Offer Document is provided as courtesy, though the Italian version remains the legally binding document approved by CONSOB.

Jurisdictional Restrictions

The offer is not being launched or promoted in Canada, Japan, Australia, or any other country where such offer would require authorization from competent authorities (collectively referred to as "Other Countries").

Information Channels

Georgeson S.r.l. serves as global information agent with:

  • Italy toll-free: 800 189040
  • International direct: +39 06 45229395
  • Availability: Weekdays 9:00 AM to 6:00 PM CE(S)T during acceptance period

Conditions and Effectiveness

The offer is subject to fulfillment (or waiver) of effectiveness conditions specified in Warning A.1, Section A of the Offer Document.

Forward-Looking Statements

The press release contains forward-looking statements subject to various risks and uncertainties, with no obligation to update except as required by applicable law.