Tata Motors Ltd announced on 9 October that it would increase its all‑cash bid for Italy’s Iveco Group NV by 2 percent, taking the price to €14.40 per share. The company described the new figure as its “best and final” offer, ending any further upward adjustment. The uplift raises the overall transaction value by roughly €81 million, taking the total from the €3.8 billion originally disclosed in July 2025 to just over €3.9 billion.
Shareholder response and looming deadline
Even with the higher price, the tender offer has attracted acceptances for only about 28.4 percent of Iveco’s outstanding shares, according to the latest count. The deal’s deadline is 26 October, leaving less than two weeks for Tata Motors to secure the level of support required to close the transaction.
The acceptance threshold is set at 80 percent of the common share capital if Iveco’s shareholders approve a specific resolution at an extraordinary general meeting (EGM) scheduled for 16 October. Should the resolution fail, the required acceptance jumps to 95 percent. Exor, the company’s promoter, has already tendered its 27.06 percent stake, which carries about 43 percent of the voting rights, giving Tata Motors a strong foothold at the EGM.
However, three large institutional investors—hedge funds Davidson Kempner, Syquant Capital and activist adviser Petrus Advisers—have yet to submit their shares. Together they control roughly 20.4 percent of Iveco’s common stock: Davidson Kempner about 10.17 percent, Syquant Capital around 6.45 percent and Petrus Advisers roughly 3.8 percent. Their participation is viewed as critical because, without it, Tata Motors may fall short of the 80 percent or 95 percent thresholds.
Activist criticism and Tata’s rationale
Petrus Advisers publicly rejected the original proposal on 29 September, arguing that the price undervalued Iveco relative to peers and failed to allocate a fair share of the synergies the transaction is expected to generate. The activist also contended that shareholders should be compensated for the 15‑month interval between the deal’s announcement and its anticipated closing.
In response, Tata Motors said the initial offer already reflected a “full and fair valuation” of Iveco, but the increase was necessary to offset delays in obtaining regulatory clearances in several jurisdictions. The company emphasized that the €14.40 price is final and will not be raised further.
Legal analyst Aurelia Menezes of King Stubb & Kasiva explained that the high acceptance bar creates leverage for a small group of holders to push for a better price, a pattern commonly seen in European takeovers. She noted that a prolonged approval process erodes the real‑value of a fixed cash price, leaving shareholders exposed to market risk while the deal remains pending.
During Tata Motors’ fourth‑quarter earnings call for fiscal year 2026, CFO GV Ramanan expressed confidence that the remaining Iveco investors would recognise the value of the proposal and support the transaction. The acquisition, announced on 30 July 2025, is an all‑cash deal valued at €3.8 billion (excluding Iveco’s defence business). Tata Motors aims to secure a foothold in Europe and Latin America, broaden its truck and bus portfolio, and create a combined commercial‑vehicle enterprise with annual revenue of about €21 billion.
On the day the revised offer was disclosed, Iveco’s share price closed at €14.40, matching the new offer price. Tata Motors calculated that the revised price represents a 6.77 percent premium to Iveco’s closing price on 29 July 2025, the last trading day before the acquisition was announced.
The three investors did not respond to inquiries about whether the higher price satisfied their expectations. Tata Motors reiterated its 9 October statement when contacted for comment.
If the required acceptance level is not achieved by the 26 October deadline, the deal could collapse, leaving Tata Motors to reassess its strategy for expanding its commercial‑vehicle footprint outside India. The outcome will hinge on whether the hold‑out shareholders decide to tender their shares before the EGM on 16 October or continue to press for a more favorable valuation.
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