Iveco tender offer price increased to Euro 14.40 per common share, declared best and final

Tata Motors' indirect wholly owned subsidiary, TML CV Holdings B.V., has increased the price of its voluntary totalitarian tender offer for all common shares of Iveco Group N.V. 💰.

Sat 10 Oct 2026

Revised offer price

Euro 14.40 per common share (cum dividend)

Cash increase per share

Euro 0.30 (from Euro 14.10)

Maximum aggregate disbursement

Euro 3,905,501,760.00

What has happened

TML CV Holdings B.V., an indirect wholly owned subsidiary of Tata Motors Limited, has increased the price of its voluntary totalitarian tender offer for all the common shares of Iveco Group N.V. The price goes up from Euro 14.10 (cum dividend) to Euro 14.40 (cum dividend) for each common share tendered — a cash increase of Euro 0.30, called the "Additional Price".

The offeror has specified that the new price is its best and final determination of the consideration under the offer and will not be increased further.

Why the price was raised

The offeror says the previous price already represented a full and fair valuation of the issuer, and that the increase follows the slight delay in completion of the offer because the Prior Authorisations process took longer than initially anticipated in a few jurisdictions.

How much cash this involves

• In the event of full acceptance, i.e. all no. 271,215,400 common shares being tendered, the Additional Maximum Aggregate Disbursement rises by Euro 81,364,620.00.
• On the new price, the New Maximum Aggregate Disbursement works out to Euro 3,905,501,760.00.

Funding put in place

On the date of the release, the offeror entered into a credit facility agreement with MUFG Bank Ltd., GIFT Branch, as lender, for a total commitment amount of Euro 85,000,000.00, aimed among other things at funding payment of the Additional Price to tendering shareholders, and submitted documentation to CONSOB for a new guarantee of exact fulfilment of the obligation to pay the Additional Price, in addition to and not replacing the guarantee issued on 3 September 2026.

Premiums the new price represents

The premium is measured against official prices of the common shares on Euronext

• 6.77% over the official price recorded on 29 July 2025 (the last trading day preceding the announcement date).
• 33.47% over the official price recorded on 17 July 2025 (the trading day immediately preceding the publication of rumours regarding a potential acquisition of IVG by Tata Motors).
• 26.87%, 27.57%, 38.23% and 67.98% over the volume-weighted average prices for the 1, 3, 6 and 12 months preceding that date.

On the same basis, the new price is at a premium of 6.77%, 18.61%, 22.53%, 32.00% and 61.47% to volume-weighted average prices for the 1, 3, 6 and 12 months preceding the trading day before the announcement date.

Valuation backdrop from the offer document

Tata Motors shareholders may find the comparison tables useful. The issuer's price multiples are shown as EV/Revenues of 0.5x, EV/EBITDA of 4.5x, EV/EBIT of 12.4x, P/E of 16.7x, P/Cash Flow of 21.4x and P/Book Value of 2.3x as at 31 December 2025, alongside peers Daimler, PACCAR, Traton and Volvo.

What current Iveco Group shareholders are told

• The acceptance period commenced on 7 September 2026.
• Apart from the new price, all other terms and conditions of the offer remain unaffected.
• An Acceptance Form amended to reflect the new price will be published; execution of the previous version is deemed a valid acceptance on the improved terms, so no further action is required from shareholders who have already tendered.

What this means in simple terms

This is a step in Tata Motors' move to buy out Iveco Group through its subsidiary. Raising the offer price raises the total cash the offeror would pay if the offer is fully accepted, and the offeror has now closed the door on any further increase by calling it best and final.

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