BSECompany Update5d ago · 9 Oct 2026, 10:14 pm
Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, please find enclosed herewith a press release titled, TML CV Holdings B.V., an indirect Wholly Owned Subsidiary of the Company - Voluntary Totalitarian Tender Offer for all the common shares of Iveco Group N.V.
Tata Motors Ltd · 544569
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Tata Motors Ltd's 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. from Euro 14.10 to Euro 14.40 per share, providing a cash increase of Euro 0.30.
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Tata Motors Ltd - 544569 - Announcement under Regulation 30 (LODR)-Press Release / Media Release
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BSE Limited National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Fort, Bandra-Kurla Complex,
Mumbai 400 001 Bandra (East), Mumbai 400 051
October 9, 2026
Sc no – 131
Dear Sirs/Madam,
Sub: Disclosure under Regulation 30 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI Listing
Regulations’)
TML CV Holdings B.V., an Indirect Wholly Owned Subsidiary of Tata Motors Limited
(formerly TML Commercial Vehicles Limited) (“the Company”) – Voluntary Totalitarian
Tender Offer for all the common shares of Iveco Group N.V.
Pursuant to Regulation 30 of the SEBI Listing Regulations and with further reference to our letters
bearing sc no. 113, 114, 116 dated September 1, 2026, September 4, 2026 and September 5,
2026 respectively, on the captioned subject matter, we wish to inform you that TML CV Holdings
Pte. Ltd., a wholly owned subsidiary of the Company, has informed the Company that its wholly
owned subsidiary, TML CV Holdings B.V. has increased the Price of the Offer from Euro 14.10
(cum dividend) to Euro 14.40 (cum dividend) for each Common Share tendered to the Offer
(the "New Price"), providing for a cash increase of Euro 0.30 (the "Additional Price").
TML CV Holdings B.V. has also specified that the New Price is its best and final offer and will not
be increased further.
In this regard, please find enclosed herewith a Press Release on the aforesaid matter, the
contents of which are self-explanatory.
The Italian version of the aforesaid Press Release is also enclosed herewith for reference.
This communication is for the information of the Exchanges and the Members.
Yours faithfully,
Tata Motors Limited
(formerly TML Commercial Vehicles Limited)
Ranjan Kumar
General Counsel & Company Secretary
Encl: as above
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF
IVECO GROUP N.V.
* * *
PRESS RELEASE
pursuant to Articles 36 and 43 of the Resolution no. 11971 of 14 May 1999, as further
amended and supplemented (the "Issuers' Regulation")
INCREASE IN THE PRICE OF THE OFFER TO EURO 14.40 PER COMMON SHARE
OFFEROR DECLARES NEW PRICE AS BEST AND FINAL
* * * * *
Amsterdam, the Netherlands, 9 October 2026 – With reference to the voluntary totalitarian tender
offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. (“TML CV HS”), through the wholly-owned
company TML CV Holdings B.V. (the "Offeror"), under Articles 102 et seq. of the Italian Legislative
Decree no. 58 of 24 February 1998, as further amended and supplemented (the "CFA"), on all the
common shares (the "Common Shares") of Iveco Group N.V. ("IVG" or the "Issuer"), the
acceptance period of which commenced on 7 September 2026, the Offeror hereby announces the
following pursuant to Articles 36 and 43 of the Issuers' Regulation.
Capitalised terms used in this press release, unless otherwise defined, shall have the meanings
ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution No.
24119 of 3 September 2026 and published on 4 September 2026 (the "Offer Document").
The Offeror hereby announces, pursuant to Article 43, paragraph 1, of the Issuers' Regulation, that
it has increased the Price of the Offer from Euro 14.10 (cum dividend) to Euro 14.40 (cum
dividend) for each Common Share tendered to the Offer (the "New Price"), providing for a cash
increase of Euro 0.30 (the "Additional Price").
The Offeror considers that the previous Price already represented a full and fair valuation of the
Issuer. Nevertheless, the Offeror has resolved to increase the Price in consideration of the slight
delay in the completion of the Offer, due to Prior Authorisations process taking longer than initially
anticipated in a few jurisdictions.
The Offeror hereby specifies that the New Price is its best and final determination of the
consideration under the Offer and will not be increased further.
The New Price is intended to be cum dividend (and, therefore, inclusive of coupons relating to any
dividends distributed by the Issuer) and has, therefore, been determined on the assumption that the
Issuer will not approve and/or will not make any ordinary and extraordinary distribution of dividends
from profits or reserves before the Payment Date and/or the Payment Date upon Completion of the
Reopening of the Terms, if applicable.
The New Price represents, inter alia:
(i) a premium equal to 6.77% with respect to the official price of the Common Shares recorded
on 29 July 2025 (i.e., the last Trading Day preceding the Announcement Date);
(ii) a premium equal to 33.47% with respect to the official price of the Common Shares recorded
on 17 July 2025 (i.e., the Trading Day immediately preceding the publication of the rumours
regarding a potential acquisition of IVG by Tata Motors) (the "Undisturbed Date");
(iii) premiums equal to 26.87%, 27.57%, 38.23% and 67.98% with respect to the volume-
weighted arithmetic averages of the official prices of the Common Shares for 1 (one), 3 (three),
6 (six) and 12 (twelve) months preceding the Undisturbed Date (included), respectively.
In the event of full acceptance of the Offer, i.e., in the event that all no. 271,215,400 Common Shares
are tendered to the Offer, the Maximum Aggregate Disbursement is increased of Euro 81,364,620.00
(the "Additional Maximum Aggregate Disbursement") for an overall maximum aggregate amount
to be paid under the Offer, calculated on the basis of the New Price, equal to Euro 3,905,501,760.00
(the "New Maximum Aggregate Disbursement").
It should be noted that, on the date hereof, the Offeror (i) entered into a credit facility agreement with
MUFG Bank Ltd., GIFT Branch, as lender, for a total commitment amount equal to Euro
85,000,000.00 aimed, among other things, at funding the payment of the Additional Price to the
tendering shareholders up to the Additional Maximum Aggregate Disbursement, and (ii) submitted
to CONSOB, pursuant to Article 37-bis of the Issuers' Regulation, the documentation evidencing the
issuance of a new guarantee of exact fulfilment of the obligation to pay the Additional Price of the
Offer up to the Additional Maximum Aggregate Disbursement, issued by MUFG Bank Ltd., GIFT
Branch, which is in addition to, and does not replace, the Guarantee of Exact Fulfilment issued on 3
September 2026.
Below are set out the tables contained in Paragraphs E.2.2, E.4 and E.5 of the Offer Document,
updated to reflect the New Price.
* * * * *
Paragraph E.2.2 of the Offer Document "Weighted averages in different time intervals prior to
the Reference Date and the Undisturbed Date"
The following table compares the New Price (equal to Euro 14.40 per Common Share) with volume
weighted averages of the official prices of the Common Shares recorded on each of the previous 1
(one), 3 (three), 6 (six) and 12 (twelve) months prior to the Undisturbed Date (included).
Reference period Volume weighted Difference between Implied Premium of
average official prices the New Price and the the New Price (%)
(in Euro) VWAP of IVG Shares
(Euro)
17 July 2025 10.79 3.61 33.47%
1-month price average 11.35 3.05 26.87%
3-month price average 11.29 3.11 27.57%
6-month price average 10.42 3.98 38.23%
12-month price average 8.57 5.83 67.98%
Source: Euronext.
For completeness, the following table compares the New Price with volume weighted averages of
the official prices of the Common Shares recorded on each of the previous 1 (one), 3 (three), 6 (six)
and 12 (twelve) months prior to the Trading Day preceding the Announcement Date (included).
Reference period Volume weighted Difference between Implied Premium of
average official prices the New Price and the the New Price (%)
(in Euro) VWAP of IVG Shares
(Euro)
29 July
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