Tata Motors to buy Italian truck maker Iveco in $4.3 billion deal

Tata Motors Ltd will acquire Italy’s Iveco Group, excluding its defense business, in an all‑cash deal valued at about $4.3 billion (€3.8 billion), the company said on Wednesday, in what would be its single largest acquisition since the 2008 purchase of Jaguar Land Rover.

The automaker said its wholly owned Singapore-based subsidiary TML CV Holdings Pte. Ltd has launched an all-cash voluntary public tender offer to acquire all outstanding common shares of Iveco Group N.V..

The offer price of €14.10 per share represents a 22% to 25% premium over Iveco’s three-month volume-weighted average price before market speculation began, and excludes an estimated €5.5–6.0 per share dividend from the group’s pending defense business divestment.

The acquisition is being routed through a new Dutch-incorporated special purpose vehicle that will execute the tender and seek to delist Iveco from Euronext Milan.

The offer is contingent on the completion of the defense business sale by 1 April 2026, along with several regulatory clearances across the EU, UK, US, and other jurisdictions.

If successful, the transaction would give Tata Motors full control of Iveco’s commercial vehicle and powertrain operations, with the aim of building a global platform free from quarterly reporting pressures.

Exor N.V., Iveco’s largest shareholder with 27.06% of shares and 43.11% of voting rights, has signed an irrevocable undertaking to tender its stake and support the deal.

Iveco’s board has unanimously backed the offer.

In the event of a competing proposal exceeding the current offer by at least 9.5% in cash or 14.75% in equity-adjusted value, Tata Motors has the right to match it or walk away with a €38 million break fee, the company said in a filing to the exchanges.

The €14.10 offer price includes all dividends except for those linked to the defence business exit.

With 271.2 million shares outstanding, the maximum payout assumes full participation.

TML CV has secured financing commitments from Morgan Stanley and MUFG, and plans to fund the acquisition through a mix of shareholder loans, capital injections, and external debt.

Following completion, Tata Motors intends to fully integrate Iveco and pursue a demerger-liquidation structure to acquire 100% control, or invoke a Dutch squeeze-out if it crosses the 95% ownership threshold.

If it secures between 80% and 95%, a post-offer reorganization will still enable full control and delisting. The offer document will be filed with Italian regulator CONSOB within 20 days of the announcement.