Tata Motors to Acquire Iveco Group

Core Viewpoint - Tata Motors and Iveco Group have reached an agreement to create a global leader in the commercial vehicle sector, combining their complementary capabilities and strategic visions to drive long-term growth and value creation [3][6][7]. Offer Details - Tata Motors will make an all-cash voluntary tender offer for all issued common shares of Iveco Group at a price of EUR 14.1 per share, representing a total consideration of approximately EUR 3.8 billion, excluding the defence business [4][5]. - The offer price includes a premium of 22%-25% over the volume-weighted average price for the three months leading up to July 17, 2025, and a 34%-41% premium after accounting for an estimated extraordinary dividend of EUR 5.5-6.0 per share related to the sale of the defence business [5]. Strategic Rationale - The merger will create a combined entity with annual sales of approximately 540,000 units and combined revenues of around EUR 22 billion, with significant market presence in Europe, India, and the Americas [6][8]. - The strategic combination is expected to enhance innovation in sustainable mobility solutions and improve operational efficiencies by leveraging both companies' supplier networks [7][8]. Board and Shareholder Support - The Iveco Board unanimously supports the offer and recommends acceptance by shareholders, with Exor N.V., the largest shareholder, committing to tender its 27.06% stake [10][13]. - The Offeror has secured financing for the entire offer price, ensuring certainty of funds for the transaction [5][10]. Conditions and Timetable - The completion of the offer is contingent upon the separation of Iveco's defence business, which is expected to close by March 31, 2026 [4][28]. - The Offer is subject to obtaining necessary regulatory approvals and is anticipated to close in the second quarter of 2026 [10][29]. Non-Financial Commitments - The Offeror has agreed to a set of non-financial covenants to support the long-term interests of Iveco's stakeholders, including maintaining employment levels and respecting existing employee rights [17][21][23]. - The headquarters of Iveco Group will remain in Turin, Italy, and there will be no material restructurings or plant closures as a direct consequence of the merger [20][23].