Tata Motors to Acquire Iveco Group

Core Viewpoint - Tata Motors is set to acquire Iveco Group, creating a significant global player in the commercial vehicle sector, combining complementary capabilities and a shared strategic vision for long-term growth and value creation [1][3]. Offer Details - Tata Motors' voluntary tender offer for all common shares of Iveco Group is priced at EUR 14.1 per share, amounting to approximately EUR 3.8 billion, contingent upon the separation of Iveco's defense business [4][5]. - The offer includes an estimated extraordinary dividend of EUR 5.5-6.0 per share related to the defense business sale, representing a 22%-25% premium to the average price prior to speculation about the offer [5][6]. Strategic Rationale - The merger will create a combined entity with annual sales of approximately 540,000 units and revenues of around EUR 22 billion, with significant market presence in Europe, India, and the Americas [6][7]. - The integration aims to enhance investment in innovative and sustainable mobility solutions, leveraging both companies' supplier networks for global customer service [7][8]. Governance and Support - The Iveco Board unanimously supports the offer, and Exor N.V., the largest shareholder, has committed to tendering its 27.06% stake in support of the transaction [10][14]. - The Offeror has secured financing for the entire offer price, ensuring certainty of funds and deal completion [5][11]. Non-Financial Commitments - The Offeror has agreed to a set of non-financial covenants to protect the interests of Iveco's stakeholders, including employees and customers, for two years post-settlement [11][18]. - The headquarters of Iveco will remain in Turin, Italy, and there are no plans for workforce reductions as a direct result of the merger [21][23]. Timeline and Conditions - The completion of the offer is expected in the first half of 2026, subject to necessary regulatory approvals and the successful separation of the defense business by March 31, 2026 [11][30][29].