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
COMMUNICATION PUBLISHED BY IVECO GROUP N.V. UPON REQUEST, IN THE NAME AND ON BEHALF OF TML CV HOLDINGS B.V.
VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V.
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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
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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.
With regard to the remaining Conditions to the Offer, as indicated in the Offer Document, the Offeror will announce the fulfilment or non-fulfilment of these Conditions to the Offer and, if they have not been fulfilled, any decision to waive them, 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), in the Press Release on Final Offer Results.
4. Reopening of the Terms
Should the provisional results be confirmed, and without prejudice to the remaining Conditions to the Offer, pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation, the Acceptance Period will be reopened for 5 Trading Days starting from the Trading Day following the Payment Date, and, therefore, for the sessions on 2, 3, 4, 5 and 6 November 2026 (included), from 8:30 a.m. (CET) to 5:30 p.m. (CET) (the “Reopening of the Terms“).
As a result, shareholders of the Issuer who did not accept the Offer during the Acceptance Period may do so during the Reopening of the Terms.
Payment of the Price for each Common Share tendered to the Offer during the Reopening of the Terms will take place – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer during the Reopening of the Terms – on the Payment Date upon Completion of the Reopening of the Terms (i.e., on 13 November 2026).
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For further information regarding the Offer, please refer to the Offer Document and the Amendment Notice, both available to the public at:
- the registered office of the Offeror at Basisweg 10, 1043AP Amsterdam, The Netherlands;
- the registered office of the Issuer at Via Puglia 35, 10156 Turin, Italy;
- the registered office of BNP Paribas, Italian Branch, as intermediary responsible for coordinating the collection of the acceptances, at Piazza Lina Bo Bardi 3, 20124 Milan, Italy;
- the website of Tata Motors at https://cv.tatamotors.com/;
- the website of the Issuer at https://www.ivecogroup.com/; and
- the website of Georgeson S.r.l., as global information agent, at www.georgeson.com/it.
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The voluntary totalitarian tender offer referred to in this press release (the “Offer“) is promoted by TML CV Holdings Pte. Ltd. (“TML CV HS“), through TML CV Holdings B.V., a company wholly-owned by TML CV HS (the “Offeror“) on all issued common shares (the “Common Shares“) of Iveco Group N.V. (“IVG” or the “Issuer“). This press release does not constitute either a purchase offer or a solicitation to sell the Common Shares of IVG.
The Offeror has published an offer document (the “Offer Document“), which IVG’s shareholders must carefully review. The Offer is addressed, on equal conditions, to all the holders of the Common Shares and will be launched in Italy and extended to the United States of America in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934 (the “U.S. Securities Exchange Act“), subject to the applicable exemptions set forth in Rule 14d-1(d) of the U.S. Securities Exchange Act. Except as indicated below, the Offer is subject to disclosure obligations and procedural requirements provided for by Italian law. US IVG shareholders should be aware that such requirements may differ materially from those applicable under US domestic tender offer law and practice.
In accordance with the laws of, and practice in, Italy and to the extent permitted by applicable law, including Rule 14e-5 under the U.S. Exchange Act, the Offeror, the Offeror’s affiliates or any nominees or brokers of the foregoing (acting as agents, or in a similar capacity, for IVG or any of its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase, outside of the United States of America, Common Shares in IVG or any securities that are convertible into, exchangeable for or exercisable for such Common Shares in IVG before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Italy, such information will be disclosed by means of a press release or other means reasonably calculated to inform US shareholders of IVG of such information. In addition, subject to the applicable laws of Italy and US securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of IVG, which may include purchases or arrangements to purchase such securities.
In order to comply with the rules and exemptions provided by US law, an Offer Document translated into English is being made available to the holders of the Common Shares resident in the United States of America. The English version of the Offer Document is merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to Consob for its approval.
It may not be possible for US shareholders to effect service of process within the United States of America upon IVG, the Offeror or any of their respective affiliates, or their respective officers or directors, some or all of which may reside outside the United States of America, or to enforce against any of them judgments of the United States of America courts predicated upon the civil liability provisions of the federal securities laws of the United States of America or other US law. It may not be possible to bring an action against IVG, the Offeror and/or their respective officers or directors (as applicable) in a non-US court for violations of US laws. Further, it may not be possible to compel the Offeror or IVG or their respective affiliates, as applicable, to subject themselves to the judgment of a US court. In addition, it may be difficult to enforce outside the United States of America original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.
The Offer, if completed, may have consequences under US federal income tax and under applicable U.S. state and local, as well as non-U.S., tax laws. Each shareholder of IVG is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS ANNOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
The Offer has not been and will not be launched or promoted by the Offeror in Canada, Japan, Australia or in any other country other than Italy and the United States of America in which such Offer is not permitted in absence of the authorisation of the competent authorities or other obligations from the Offeror (such countries, including Canada, Japan and Australia, jointly, the “Other Countries“), nor by using instruments of communication or national or international commerce of the Other Countries (including but not limited to the postal network, fax, telex, email, telephone and internet), nor by way of any structure of any of the financial intermediaries of the Other Countries nor in any other way.
Copy of this press release, or portions of the same, as also copy of any subsequent document which will be issued in connection with the Offer, are not and must not be sent, nor in any way transmitted or distributed, directly or indirectly in the Other Countries. Any party who receives the abovementioned documents must not distribute, send or transmit them (either by post nor by any other method or instrument of communication or commerce) in the Other Countries.
This press release, as well as any other document that has or will be issued in connection with the Offer does not constitute and cannot be interpreted as an offer to purchase or solicitation of an offer to sell financial instruments to parties resident in Other Countries. No instrument may be offered or sold in the Other Countries in the absence of specific authorisation in compliance with the applicable provisions of the local law of those countries or in derogation of those provisions. Tenders in the Offer by parties resident in countries other than Italy and the United States of America may be subject to specific obligations or restrictions provided by law or regulatory provisions. Parties who wish to take part in the Offer bear the exclusive responsibility to comply with those laws and therefore prior to tendering their Common Shares in the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.
This press release contains forward-looking information and statements. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Investors and holders of IVG shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Offeror and IVG, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by the Offeror to Consob. Except as required by applicable law, the Offeror and IVG do not undertake any obligation to update any forward-looking information or statements.
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