Iveco Group Tender Offer Gets Consob Approval

TML CV Holdings B.V., a wholly owned subsidiary of Tata Motors' TML CV Holdings Pte. Ltd., has received approval from Italy's market regulator Consob for its voluntary Iveco Group tender offer covering all common shares of Iveco Group N.V. Consob granted the approval through resolution no. 24119 dated September 3, 2026. The transaction is being promoted by TML CV Holdings Pte. Ltd. through its Dutch subsidiary and represents a formal step toward acquiring the issued common shares of the Italian commercial vehicle manufacturer.

Acceptance Period and Offer Consideration

The acceptance period is scheduled to begin at 8:30 a.m. CET on September 7 and close at 5:30 p.m. CET on October 26, unless the period is extended. The consideration is €14.10 for each Iveco Group N.V. common share, including dividend. Subject to any extension of the acceptance period, payment for shares tendered during the initial offer period is scheduled for October 30. The timetable gives shareholders a defined period to decide whether to participate under the terms of the voluntary tender offer.

Potential Reopening of the Acceptance Period

If the applicable legal requirements are satisfied, the acceptance period may be reopened for five trading days after the payment date. Under the current timetable, this reopening would run from November 2 through November 6, with acceptance available from 8:30 a.m. to 5:30 p.m. CET each day. Payment for shares tendered during the reopened period would be made on November 13. These dates remain subject to the conditions and regulatory requirements governing the transaction.

Offer Structure and Regulatory Scope

The offer is being promoted by TML CV Holdings Pte. Ltd. through TML CV Holdings B.V. and covers all issued common shares of Iveco Group. It is being launched in Italy and extended to the United States in accordance with applicable U.S. securities regulations and exemptions. The transaction follows TML CV Holdings Pte. Ltd.'s July 30, 2025 communication to Consob and the market announcing its decision to promote the offer through TML CV Holdings B.V., providing the regulatory and transaction background for the current approval.

Offer Document and Geographic Restrictions

The detailed offer document will be published separately through a subsequent press release and will set out the transaction terms and procedures for accepting the offer. The current communication is for information purposes and states that the acceptance period had not yet begun at publication. The offer remains subject to Italian regulatory requirements and includes specific provisions for U.S. shareholders. It will not be promoted in Canada, Japan, Australia, or other jurisdictions where doing so is not permitted without the required authorizations or regulatory compliance.

Frequently Asked Questions

When will shareholders be able to accept the Iveco Group offer?
The acceptance period is scheduled to begin on September 7, 2026, and close on October 26, 2026, unless the period is extended under applicable requirements. Shareholders can participate during the specified daily hours of 8:30 a.m. to 5:30 p.m. CET. The consideration is €14.10 per common share, including dividend, with payment scheduled for October 30. If legal requirements are met, the acceptance period may reopen from November 2 through November 6, with payment for shares tendered during that period scheduled for November 13.