TATA MOTORS TO ACQUIRE IVECO GROUP, TOGETHER CREATING A GLOBAL PLAYER IN COMMERCIAL VEHICLES

The combination brings together complementary capabilities, global reach, and a shared strategic vision to drive long-term growth and unlock significant value 

Iveco Group Board recommends Tata Motors’ all-cash voluntary tender offer for Iveco Group common shares. Completion of the offer is conditional on the separation of Iveco Group’s defence business 

Iveco Group N.V. (“Iveco Group” or “Iveco”) (EXM: IVG), a European leader in commercial vehicles and mobility, and Tata Motors Limited (“Tata Motors”) (NSE: TATAMOTORS), a global automotive leader, announce that they have reached an agreement to create a commercial vehicles group with the reach, product portfolio and industrial capability to be a global champion in this dynamic sector. 

The envisaged recommended voluntary tender offer (the “Offer”) will be made by TML CV Holdings PTE LTD or a new limited liability company to be incorporated under Dutch law (the “Offeror”), which will be wholly owned, directly or indirectly, by Tata Motors. The completion of the offer is conditional, inter alia, on the separation of Iveco's defence business and, as such, the public offer is for all issued common shares of Iveco Group after the separation of that business, at a price of EUR 14.1 (cum dividend, excluding any dividend distributed in relation to the sale of the defence business) per share in cash (the “Offer Price”). The Offer represents a total consideration of approximately EUR 3.8 billion for Iveco Group, excluding Iveco's defence business and the net proceeds from the defence business separation. 

Offer highlights

• The Offer Price along with the estimated extraordinary dividend to be distributed to shareholders in relation to the sale of the defence business (assumed at EUR 5.5-6.0 per share) represents a:  

      ○ 22%-25% premium to the volume-weighted average price for the three months to 17 July 2025 of EUR 16.02 (prior to any speculation around a possible offer)

• The Offer Price also represents:

        ○ 34%-41% premium based on the volume-weighted average price for the three months to 17 July 2025 of EUR 16.02 (prior to any speculation around a possible offer) after deducting the EUR 5.5 6.0 per share estimated extraordinary dividend aforementioned

• The estimated EUR 5.5-6.0 per share extraordinary dividend is based on the €1.7bn enterprise value for the sale of the defence business and it remains subject to completion adjustments. For further information, please refer to Section E of the Offer Document, which will be published in accordance with applicable law, and to the press release related to the sale of the defence business   

• The Iveco Group Board of Directors (the “Iveco Board”) unanimously and fully supports the Offer and recommends the Offer for acceptance by the shareholders of Iveco 

 • Exor N.V. (“Exor”), Iveco Group’s largest shareholder, has irrevocably committed to support the Offer and tender its shareholding representing approximately 27.06% of Iveco Group's common shares and 43.11% of all voting rights   

• The Offeror has committed financing in place for the entire Offer Price, providing certainty of funds and high certainty of deal completion   

• The Offeror is committed to supporting and accelerating Iveco’s existing strategy and to ensuring the long term interests of all Iveco’s stakeholders, including employees, suppliers and customers 

• The Offeror has agreed to a robust set of non-financial covenants for two years following the date of the settlement of the Offer 

• The Offer is subject to obtaining the required merger control, foreign direct investment, EU Foreign Subsidies Regulation and financial regulatory clearances, and is expected to complete in the first half of 2026 

• The sale of the companies of the defence business is envisaged to close in Q1 2026 and ultimately no later than 31^st March 2026

A powerful combination to create a global leader in commercial vehicles   

The offer would bring together two businesses with highly complementary product portfolios and capabilities and with substantially no overlap in their industrial and geographic footprints, creating a stronger, more diversified entity with a significant global presence and sales of over c.540k units per year. Together, Iveco and the commercial vehicle business of Tata Motors will have combined revenues of c.€22bn (INR 2,20,000Cr+) split across Europe (c.50%), India (c.35%) and the Americas (c.15%) with attractive positions in emerging markets in Asia and Africa. 

The combined group will be better positioned to invest in and deliver innovative, sustainable mobility solutions by leveraging both supplier networks to serve customers globally. It will also unlock superior growth opportunities and create significant value for all stakeholders in a dynamic marketplace. By preserving each group’s industrial footprint and employee communities, this complementarity is also expected to foster a smooth and successful integration process. 

Furthermore, in the context of the ongoing, rapid transformation of the global commercial vehicle industry, the strategic combination of the commercial vehicle business of Tata Motors and Iveco Group will transform both entities, creating a robust platform with a global customer base and geographically diverse footprint. The new company will be able to drive better operating leverage by spreading its capital investments over larger volumes, generating important efficiencies and reducing the cash flow volatility inherent in the commercial vehicles sector. It will also enable the capabilities of Iveco Group’s successful powertrain business, FPT, to be further enhanced. 

Natarajan Chandrasekaran, Chairman of Tata Motors: “This is a logical next step following the demerger of the Tata Motors Commercial Vehicle business and will allow the combined group to compete on a truly global basis with two strategic home markets in India and Europe. The combined group's complementary businesses and greater reach will enhance our ability to invest boldly. I look forward to securing the necessary approvals and concluding the transaction in the coming months.” 

Suzanne Heywood, Chair of Iveco Group: "We are proud to announce this strategically significant combination, which brings together two businesses with a shared vision for sustainable mobility. Moreover, the reinforced prospects of the new combination are strongly positive in terms of the security of employment and industrial footprint of Iveco Group as a whole.” 

Girish Wagh, Executive Director of Tata Motors: "This combination is a strategic leap forward in our ambition to build a future-ready commercial vehicle ecosystem. By integrating the strengths of both organisations we are unlocking new avenues for operational excellence, product innovation and customer-centric solutions. This partnership not only enhances our ability to serve diverse mobility needs across markets, but also reinforces our commitment to delivering sustainable transport solutions that are aligned with global megatrends. Together, we are shaping a resilient and agile enterprise, equipped to lead in times of transformative change." 

Olof Persson, CEO of Iveco Group: “By joining forces with Tata Motors, we are unlocking new potential to further enhance our industrial capabilities, accelerate innovation in zero-emission transport, and expand our reach in key global markets. This combination will allow us to better serve our customers with a broader, more advanced product portfolio and deliver long-term value to all stakeholders.”

Full and unanimous support and recommendation by the Iveco Board 

The Iveco Board has concluded that the Offer is in the long-term interests of Iveco, the sustainable success of its business and employees, customers, shareholders and other stakeholders and therefore unanimously supports the Offer and recommends the Offer for acceptance by Iveco's shareholders pursuant to applicable laws and regulations. The Iveco Board recommends that Iveco's shareholders vote in favor of the resolutions relating to the Offer at the extraordinary general meeting of Iveco (the “EGM”) to be held during the acceptance period of the Offer.  

The Iveco Board has, in connection with and for the purpose of, the entering into and signing of this merger agreement, received on the date hereof, a fairness opinion from Goldman Sachs Bank Europe SE, Succursale Italia (“Goldman Sachs”) to the effect that, as of such date and subject to the qualifications, limitations, and assumptions set forth in the fairness opinion, (i) the Offer Price is fair, from a financial point of view, to the holders of Iveco's common shares (other than the Offeror and any of its affiliates) in connection with the Offer, and (ii) if applicable, the Purchase Price (as defined in the share purchase agreement attached to the merger agreement) is fair, from a financial point of view, to the Company in connection with the Share Sale (as defined below).¹ 

Irrevocable undertaking by Iveco's largest shareholder 

Exor, Iveco’s largest shareholder with approximately 27.06% of Iveco's common shares and 43.11% of all voting rights, has today executed an irrevocable undertaking to support the Offer and tender its shareholding and vote in favour of the resolutions that will be proposed at the EGM to be held in connection with the Offer. Subject to settlement of the Offer, Exor has agreed to transfer its special voting shares back to Iveco for nil consideration.

Iveco has agreed to procure that all Iveco Board members holding in aggregate approximately 1.39% of Iveco’s common shares shall, subject to the terms and conditions of the merger agreement, tender all Iveco’s common shares held by them in the Offer and vote in favour of the resolutions that will be proposed at the EGM to be held in connection with the Offer.

（1. The full text of such opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, will be included in Iveco Board’s position statement. The opinion of Goldman Sachs was solely provided for the use and benefit of the Iveco Board and does not constitute a recommendation to the holders of their Shares as to whether to tender Shares in the Offer (if and when made) or how they should vote or act with respect to the proposed resolutions at the EGM or any other matter.）

Source：Iveco Group