NSEPress Release4d ago · 27 Oct 2026, 01:27 am
Press Release
Tata Motors Limited · TMCV
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Tata Motors' subsidiary TML CV Holdings B.V. has reached a 89.42% stake in Iveco Group N.V. through a voluntary totalitarian tender offer, exceeding the 90% threshold required to compulsorily acquire the remaining shares.
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Full Announcement
Tata Motors Limited has informed the Exchange regarding a press release dated October 27, 2026, titled "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. ".
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TMLCOMMERCIAL_27102026012641_NSEBSELETTER.pdf
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BSE Limited National Stock Exchange of India Ltd.
First Floor, New Trading Ring Listing Compliance Department
Rotunda Building, P J Towers, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, Fort, Mumbai 400 001 Bandra (E), Mumbai 400 051
October 27, 2026
Sc no – 139
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 and 131 dated September 1, 2026, September 4, 2026,
September 5, 2026, and October 9, 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 received provisional results communicated by BNP Paribas, Italian Branch, acting
as the Intermediary Responsible for Coordinating the Collection of the Acceptances. As of
the date hereof 238,157,212 Common Shares have been tendered in acceptance to the Offer
and TML CV Holdings B.V. has reached a shareholding of 89.42% of the Issuer's common
share capital, net of the Treasury Shares.
Based on the provisional results of the Offer (subject to confirmation) and taking into account
the acceptances of the Offer recorded as of the date hereof, the Threshold Condition has
been satisfied.
A Press Release pertaining to the aforesaid matter is enclosed herewith as Annexure, content
of which is 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 sincerely,
For Tata Motors Limited
(Formerly TML Commercial Vehicles Limited)
Ranjan Kumar
General Counsel and Company Secretary
Encl: as above
Annexure
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 Article 36 of the Resolution no. 11971 of 14 May 1999, as further amended and
supplemented (the "Issuers' Regulation")
END OF THE ACCEPTANCE PERIOD
PROVISIONAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF
89.42% OF THE ISSUER'S COMMON SHARE CAPITAL, NET OF TREASURY SHARES
FULFILMENT OF THE THRESHOLD CONDITION
REOPENING OF THE TERMS OF THE ACCEPTANCE PERIOD
* * * * *
Amsterdam, the Netherlands, 26 October 2026 – With reference to the voluntary totalitarian tender
offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. ("TML CV HS"), through its wholly-owned
company TML CV Holdings B.V. (the "Offeror"), pursuant to 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"),
whose acceptance period, which commenced on 7 September 2026, closed on the date hereof, the
Offeror hereby announces the following.
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"), as well
as in the Amendment Notice (as defined below), both available, inter alia, on the Issuer's website
(www.ivecogroup.com) and on the Offeror's website (www.tatamotors.com).
It is recalled that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers' Regulation,
on 9 October 2026 by means of an increase of the Price through the recognition of an additional
cash component equal to EUR 0.30 for each Common Share tendered to the Offer, as announced
to the market by means of a press release published on the same date (the "Amendment Notice").
1. Provisional results of the Offer
Based on the provisional results communicated by BNP Paribas, Italian Branch, acting as
Intermediary Responsible for Coordinating the Collection of the Acceptances, as of the date hereof,
No. 238,157,212 Common Shares have been tendered in acceptance to the Offer, representing
approximately 87.81% of the Issuer's common share capital and of the Offer Shares (i.e., No.
271,215,400), for an aggregate countervalue (calculated on the basis of the Price, as amended by
the Amendment Notice) equal to EUR 3,429,463,852.80.
In light of the above, should the provisional results of the Offer be confirmed, taking into account (i)
the No. 238,157,212 Common Shares tendered to the Offer during the Acceptance Period (equal to
approximately 87.81% of the Issuer's common share capital), (ii) the No. 4,868,597 Treasury Shares
(equal to approximately 1.80% of the Issuer's common share capital), and (iii) that in the period
between the Date of the Offer Document (i.e., 4 September 2026) and the date hereof, the Offeror
has not purchased Common Shares outside the Offer, the Offeror will hold No. 238,157,212 Common
Shares, equal to approximately 89.42% of the Issuer's common share capital, net of Treasury
Shares.
The final results of the Offer will be announced in a separate press release pursuant to Article 41,
paragraph 6, of the Issuers' Regulation, which will be issued by the Offeror by 7:29 a.m. (CET) on
the Trading Day prior to the Payment Date (i.e., by 7:29 a.m. (CET) on 29 October 2026) (the "Press
Release on Final Offer Results").
2. Price and Payment Date
The Price for each Common Share tendered in acceptance of the Offer consists of the initial Price
indicated in the Offer Document equal to EUR 14.10 (cum dividend), increased by the Additional
Price of EUR 0.30 (cum dividend), and therefore is equal to an aggregate amount of EUR 14.40
(cum dividend) per Common Share (the "Price").
Without prejudice to the Conditions to the Offer, the payment of the Price with respect to the Common
Shares tendered to the Offer during the Acceptance Period – against the simultaneous transfer to
the Offeror of the ownership of the Common Shares tendered to the Offer – will take place on 30
October 2026.
3. Threshold Condition and other Conditions to the Offer
As indicated in the Offer Document, the effectiveness of the Offer is subject, inter alia, to the condition
that the acceptances of the Offer – together with (i) any Common Shares directly or indirectly held
by the Offeror and any of its Affiliates, (ii) any Common Shares committed to the Offeror or any of its
Affiliates in writing, and (iii) any Common Shares to which the Offeror or any of its Affiliates is entitled
(i.e., shares sold but not yet transferred) – represent at least an aggregate shareholding of 95% of
the issued and outstanding share capital of the Issuer represented by Common Shares (geplaatst
en uitstaand gewoon aandelenkapitaal) on a fully diluted basis (in any case not taking into account
the Treasury Shares). Such percentage has been automatically adjusted to 80% of the Issuer's
issued and outstanding share capital represented by Common Shares (geplaatst en uitstaand
gewoon aandelenkapitaal) calculated on a fully diluted basis (in any case not taking into account the
Treasury Shares) since the Back-End Resolution was adopted by the EGM on 16 October 2026 and
remains in full force and effect (the "Threshold Condition").
Based on the provisional results of the Offer (if confirmed), taking into account the acceptances of
the Offer recorded as of the date hereof, the Threshold Condition has been satisfied.
Wit
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