Shareholders holding 52.9% of Iveco shares backed Tata Motors’ deal, while 35.5% did not vote at the meeting. Tata needs 80% support to delist the firm. A company executive said, “A large percentage of voting happens in the last 48 hours.” The offer closes on 26 October for the deal.
The voting numbers show the scale of the challenge. Shareholders holding about 52.9% of Iveco’s common shares, including promoter Exor with 27%, backed the deal-related resolutions, while those with 11.6% voted against them. The remaining shareholders, holding about 35.5%, did not vote at the extraordinary general meeting.
This means Tata Motors must persuade shareholders owning about 27% of common shares from among those who did not vote, assuming those voting against the resolution do not subscribe to the offer till the deadline.
“A large percentage of voting happens in the last 48 hours, so the company is confident of securing the shareholders and reaching the required threshold. It is typical of many investors not to participate in the EGM,” a Tata Motors executive close to the deal said on condition of anonymity. “The current share price of Iveco is trading below the offer price, so the price is fair.”
Voting outcome
At the end of 19 October, shareholders had tendered 31.19% of Iveco’s shares, up around 3 percentage points since Tata raised its offer price. The offer closes on 26 October, leaving Tata with little time.
Tata needs support from 80% of current shareholders to delist Iveco because, under Dutch rules, the remaining minority investors would have to tender their shares at the price once it gets support from 80% of shareholders.
If Tata Motors crosses the 66.67% threshold but falls short of 80%, it can waive the higher threshold and complete the acquisition of shares tendered. However, this would complicate its plans to gain full control, as Tata could not squeeze out the remaining minority shareholders, delist Iveco or implement the planned demerger and post-offer restructuring. Iveco would remain listed with minority shareholders.
In July 2025, Tata Motors had first announced it will acquire Iveco’s commercial vehicle business for about €3.8 billion, and said it aimed to buy 100% of its shares and delist it to make the company its wholly-owned subsidiary.
The strongest opposition from non-promoter shareholders was to the appointment of Chandrasekaran as Iveco’s chair. A total of 37.27 million votes, making about 13.7% of Iveco’s 271.2 million common shares, were cast against this, compared with 211.93 million in favour. About 34.05 million votes were cast against JLR chief executive Balaji and 35.61 million against Tata Motors managing director Wagh.
Norges, Norway’s sovereign wealth fund and world’s largest, managing $2.2 trillion in assets end June, voted in favour of all resolutions, according to filings reviewed by Mint. It held a 2.53% stake in Iveco at the time. British asset manager Schroders, which managed $1.1 trillion in assets as of June, also said yes to all 16 resolutions. It held about 1.2% of Iveco.
“A vote against is applied because we have concerns regarding the time commitment required to manage all board positions and how this may impact their ability to remain informed and effectively contribute to board discussions,” LGIM reasoned.
Activist investor Petrus Advisers has publicly opposed Tatas’ offer, while hedge funds Syquant Capital and Davidson Kempner have so far held back from tendering shares. Together, the three hold about 20.4% of Iveco’s common shares, making their decisions critical to Tata’s ability to cross the 80% threshold.
Petrus had opposed Tata’s original €14.10 offer on 29 September, arguing that it undervalued Iveco and did not give shareholders an adequate share of the value expected from the combination. Tata subsequently raised the offer, calling it its best and final. The move has done little to accelerate tendering so far.
“Takeovers like this are won on tendered shares, not votes. Holdout resistance from funds is routine in European offers, and Tata has sensibly built fallback routes. Any bidder should engage key shareholders early and assume its structure will be tested before the deal closes,” said Rajesh Sivaswamy, senior partner at King Stubb and Kasiva, a law firm.
Ayaan Kartik
Ayaan Kartik is a Delhi-based journalist tracking the ever-growing world of automobiles and their components. With an experience of five years ranging from short-form news at Inshorts to longform journalism at Outlook Business magazine, he has dabbled into different storytelling formats. At Mint, he tries to regularly mix story styles, from longforms to crisp news stories. He has completed his graduation from Delhi University where he developed a liking for reading and writing about the world we live in today. Apart from automobiles, Ayaan likes to read up on geopolitics which has increasingly affected various sectors of the economy. Of all the promises journalism holds, he likes the fact that it allows a person to simply explain to readers about what is happening in the world. And what better sector than automobiles, which everyone since growing up has seen and felt connected to. Whether it is China's increasing grip on automobiles to growing affection for EVs in the country, Ayaan likes to connect his love for geopolitics and data to his stories as readers become more demanding on the types of stories they want.