Industry Odisha Bureau, Oct 21: Tata Motors must secure 80% acceptance for its €3.9 billion Iveco acquisition. Only 31.19% had been tendered by October 19, as activists and funds hold out.
Tata Motors faces a race against time to secure its Iveco acquisition. To take full control, it must win over Iveco’s silent shareholders. These investors skipped a key shareholder vote last week, Mint reported. Tata first announced the deal in July 2025 at about €3.8 billion.
At the October 16 extraordinary general meeting (EGM), all deal-linked resolutions passed by majority. Holders of 52.9% of common shares backed them, including promoter Exor with about 27%. Shareholders with 11.6% voted against. The remaining 35.5% did not vote. About one in three non-promoter votes cast opposed the resolutions. Crucially, voting for resolutions is not the same as tendering shares.
By October 19, just 31.19% of Iveco’s shares had been tendered. That was up about three percentage points after Tata raised its price. The offer closes on October 26. Tata needs 80% acceptance for its planned full-control structure. At that level, Dutch rules would require remaining minority investors to sell, Mint reported. This so-called squeeze-out would let Tata delist Iveco and pursue a planned demerger.
Tata could still buy tendered shares if acceptance passes 66.67%, by waiving the higher bar. But Iveco would then stay listed, with minority investors remaining. Assuming opponents do not tender, Tata must persuade non-voters holding about 27% of shares.
On October 9, Tata lifted its offer about 2%, from €14.10 to €14.40 per share. It called the new price its best and final. Activist investor Petrus Advisers had argued the original bid undervalued Iveco. Hedge funds Syquant Capital and Davidson Kempner have so far held back. Together, the three hold about 20.4% of common shares. Their decisions could prove decisive.
Proposed board appointments drew the sharpest dissent. Tata Sons chairman Natarajan Chandrasekaran is slated to chair Iveco. Jaguar Land Rover chief P.B. Balaji and Tata Motors managing director Girish Wagh would join. Chandrasekaran’s appointment drew 37.27 million votes against and 211.93 million in favour.
Norway’s sovereign wealth fund and Schroders backed every resolution. Legal & General Investment Management backed the deal but opposed Wagh, citing time commitments. CalPERS, the California public pension fund, backed the deal but opposed Tata’s nominees. Governance objections, however, differ from rejecting the takeover itself.
A Tata Motors executive, speaking anonymously, said much voting happens in the final 48 hours. The executive added that Iveco trades below the offer price, making it fair. Tata did not respond to Mint on whether it would proceed below 80%.
The combined group would have about €21 billion revenue and over 590,000 annual vehicle sales. Those figures come from September offer documents.
“Takeovers like this are won on tendered shares, not votes,” said lawyer Rajesh Sivaswamy. Tata’s final days will test how well ambition, pricing and governance align with investors.
