Iveco Shareholders Approve Key Resolutions for Tata Motors Takeover

Shareholders of Italian commercial vehicle maker Iveco Group on Friday approved key resolutions related to Tata Motors' takeover offer. This includes a reduction in the minimum acceptance threshold from 95 percent to 80 percent of its common shares, as the Indian auto major advances with the acquisition process.

At an extraordinary general meeting held in Amsterdam, Iveco shareholders approved all resolutions proposed by its board of directors in connection with the voluntary public tender offer launched by TML CV Holdings Pte Ltd through TML CV Holdings B.V., according to an Iveco Group statement. Tata Motors had previously raised its offer price for Iveco by EUR 0.30 per share to EUR 14.40, following an initial offer of EUR 14.10 per share.

In 2025, Tata Motors announced plans to acquire Iveco, excluding its defence business, for approximately EUR 3.8 billion (nearly Rs 38,240 crore) through TML CV Holdings Pte Ltd. The earlier offer valued the transaction at about EUR 3.82 billion. The acquisition is strategically aimed at expanding Tata Motors' global commercial vehicle presence through Iveco's established operations and product portfolio.

The approvals encompass amendments to the company's articles of association, the appointment of board members following settlement of the offer, and changes to its special voting shares and loyalty voting structure. The approval of the so-called back-end resolution directly facilitates the reduction of the minimum acceptance level for the offer.

Certain other resolutions approved at the meeting are conditions for the offeror's obligation to declare the offer unconditional. These include further amendments to the articles of association, the conversion of Iveco into a private limited liability company in the event of delisting, the appointment of board members, and the termination of the loyalty voting structure. The tender offer acceptance period is set to run from September 7 to October 26, 2026.

The resolutions also provide for a potential post-offer demerger, a subsequent share sale, and, subject to relevant conditions, the eventual dissolution of Iveco Group. These steps would be implemented only if applicable conditions are met and in accordance with the terms approved at the meeting. Shareholders also approved converting Iveco from a public to a private limited liability company, which would take effect at a time determined by the offeror after delisting. A post-offer demerger could be implemented at the offeror's choice, provided conditions including ownership of at least 80 percent of the common shares are met.

What to watch: The progress of the tender offer and the subsequent integration of Iveco into Tata Motors' global operations.

Editor's note: Thoroughly details the Iveco shareholder resolutions and Tata Motors takeover process with complete fidelity to the source.