MUMBAI: Tata Motors’ €3.91 billion (Rs 42,561 crore) acquisition of Italian commercial vehicle maker Iveco has cleared the key acceptance threshold, paving the way for the Indian group to take full ownership of the company and delist the stock from Euronext Milan.The offer secured acceptances representing 87.8% of Iveco’s shares by the close of the tender period on Monday, comfortably exceeding the 80% threshold required for the offer to become effective. The Iveco acquisition is the largest deal under Tata Group chairman N Chandrasekaran.Tata Motors will also acquire Iveco’s 1.8% treasury stock. Treasury shares are a company’s own shares that have been repurchased and held on its balance sheet. They carry no voting rights and, under Dutch rules (although Iveco is listed in Milan, it is governed by Dutch law because it is legally incorporated in the Netherlands), cannot be tendered in the takeover offer. As a result, they are excluded from the acceptance threshold calculation, although their inclusion takes Tata Motors’ total economic interest in Iveco to 89.6%.

Having crossed the 80% threshold, Tata Motors can now move to acquire the remaining shares and take Iveco private, with the delisting expected within one to two months. Acceptances had stood at just 35% as of October 22.The offer, which opened on September 4, was sweetened on October 9 when Tata Motors raised its bid to €14.40 a share from €14.10, lifting the maximum deal value to €3.91 billion from €3.8 billion (Rs 41,363 crore) first announced on July 30, 2025.Under the original terms, the offer was conditional on securing 95% of Iveco’s share capital, the standard threshold required under Dutch law for a statutory squeeze-out of minority shareholders. Treasury shares were excluded from this calculation.That 95% threshold automatically fell to 80% after Iveco shareholders approved a so-called “back-end” resolution at an extraordinary general meeting on October 16. Under this mechanism, Tata Motors, if it secures 80% of the shares, can merge Iveco with its acquisition vehicle or transfer the company’s assets to it, achieving the same practical outcome as a traditional 95% squeeze-out.Minority shareholders who did not tender their holdings will not retain shares in the listed company. Instead, they will be compelled to accept the same €14.40-a-share cash consideration offered during the tender process. Approval of the back-end resolution was widely seen as a sign of strong institutional support for the deal.