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
*
uncertain
OFFEROR → constitute → PRICE
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.
asserted
Offeror → promote → 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”).
asserted
terms → use → 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”).
asserted
it → announce → 0.30
The Offeror considers that the previous Price already represented a full and fair valuation of the Issuer.
asserted
Price → consider → 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.
asserted
process → resolve → 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.
asserted
Price → specify → Offer
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.
asserted
Issuer → intend → Terms
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.
asserted
Price → represent → Date
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”).
asserted
Disbursement → tender → Euro
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.
asserted
which → note → September
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.
asserted
tables → set → Price
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).
asserted
table → follow → Date
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).
asserted
table → follow → Date
1 Enterprise value bridge reflects industrial net cash, industrial underfunded pensions, industrial other provisions, and industrial minority interest and investments as of 31 March 2025.
asserted
bridge → reflect → March
For the purposes of the above table, EV has been calculated based on the financial results as at 31 March 2025.
3 Cash Flow defined as NOPAT + D&A – Change in NWC – Capex.
asserted
EV → calculate → NWC
The following table provides a comparison between the Price and the arithmetic weighted averages for daily volumes of the official prices of the Issuer’s shares on Euronext Milan, registered in each of the 12 months up to the Announcement Date (included).
asserted
table → provide → Date
*
This press release should be read together with the Offer Document prepared by the Offeror, 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 the Georgeson S.r.l., as global information agent, at www.georgeson.com/it.
Except as indicated in this press release with reference to the New Price, all other terms and conditions of the Offer indicated in the Offer Document remain unaffected.
asserted
terms → read → Document
The Offeror will also publish an Acceptance Form amended to reflect the New Price as set out in this press release.
asserted
Offeror → publish → release
For the avoidance of doubt, execution of the previous version of the Acceptance Form will be deemed a valid acceptance of the Offer on the improved terms set out in this press release.
asserted
execution → deem → release
Accordingly, no further action is required from shareholders who have already tendered their Common Shares to the Offer using the previous version of the Acceptance Form.
asserted
who → require → Form
Finally, shareholders of the Issuer are reminded that, for any request or information concerning the Offer, they may use the following information channels made available by the Global Information Agent: the e-mail address opa-iveco@georgeson.com, the toll-free number 800 189040 (for callers from Italy), and a direct number +39 06 45229395 (for callers from abroad).
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they → remind → callers
These telephone numbers will be active for the entire duration of the Acceptance Period (including any possible extension under the applicable law as well as the Reopening of the Terms, if applicable), on weekdays, from 9:00 a.m. (CE(S)T) to 6:00 p.m. (CE(S)T).
asserted
numbers → include → p.m.
*
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”).
asserted
offer → refer → N.V.
This press release does not constitute either a purchase offer or a solicitation to sell the Common Shares of IVG.
asserted
release → constitute → IVG
The Offeror has published an offer document (the “Offer Document”), which IVG’s shareholders must carefully review.
asserted
shareholders → publish → which
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.
asserted
Offer → address → Act
Except as indicated below, the Offer is subject to disclosure obligations and procedural requirements provided for by Italian law.
asserted
Offer → indicate → law
US IVG shareholders should be aware that such requirements may differ materially from those applicable under US domestic tender offer law and practice.
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requirements → differ → law
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.
uncertain
Offer → permit → acceptance
These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
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purchases → occur → 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.
asserted
information → purchase → 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.
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which → include → 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.
asserted
Document → comply → 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.
asserted
version → submit → 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.
uncertain
some → effect → America
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.
uncertain
It → bring → 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.
uncertain
it → compel → 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.
uncertain
it → enforce → 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.
uncertain
Offer → complete → laws
…and 16 more, not listed.