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TATA MOTORS LAUNCHES RECOMMENDED ALL-CASH VOLUNTARY TOTALITARIAN TENDER OFFER FOR IVECO GROUP COMMON SHARES

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Mumbai, India/Turin, Italy/Amsterdam, the Netherlands – 4 September 2026. With reference to the offer document dated today (the “Offer Document”), which is available as of today, Iveco Group N.V. (“Iveco Group” or “Iveco”) (EXM: IVG), an international leader in commercial vehicles and mobility, and Tata Motors Limited (“Tata Motors”) (NSE: TMCV), a global automotive leader, jointly announce the commencement of the voluntary tender offer (the “Offer”) by TML CV Holdings B.V. (the “Offeror”) for all issued common shares of Iveco Group (“Common Shares”) at a price of EUR 14.1 (cum dividend) per Common Share in cash (the “Offer Price”). Terms not defined in this press release will have the meaning as set forth in the Offer Document.

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Offer highlights

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  • The Acceptance Period runs from 7 September 2026 to 26 October 2026
  • The Iveco Group Board of Directors (the “Iveco Board”) unanimously (i) supports the Transaction, (ii) recommends the Offer for acceptance by the shareholders of Iveco Group (the “Shareholders”), and (iii) recommends Shareholders to vote in favour of the resolutions relating to the Offer at the EGM
  • Iveco Group will hold the EGM on 16 October 2026
  • The position statement dated today (the “Position Statement”), is attached to the Offer Document
  • Exor N.V. (“Exor”), Iveco Group’s largest Shareholder, has irrevocably committed to support the Offer and tender its shareholding representing approximately 27.06% of the Common Shares and 43.19% of all voting rights
  • The Offeror is committed to supporting and accelerating Iveco Group’s existing strategy and to ensuring the long-term interests of all its stakeholders, including employees, suppliers and customers
  • The Offeror and Iveco believe that having Iveco operate as a wholly privately owned subsidiary is key to the sustainable success of Iveco’s business and long-term value creation
  • All the required Competition Clearances, FDI Clearances, FSR Clearance and Prior Authorisations have been obtained
  • The Offer is subject to certain customary conditions, including a minimum acceptance level of 95% of the Common Shares, to be automatically reduced to 80% if the Shareholders adopt the Back-End Resolution at the EGM
  • If the Offeror obtains 95% or more of the Common Shares it will commence the Dutch Legal Squeeze-Out, provided that such procedure may be preceded, at the Offeror’s election, by the implementation of the Demerger and the Share Sale. If the Offeror obtains between 80% and 95% it intends to implement the Post-Offer Demerger and Liquidation, if approved at the EGM

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A powerful combination to create a global leader in commercial vehicles

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The Offer brings together two businesses with highly complementary product portfolios and capabilities and with substantially no overlap in their industrial and geographic footprints, creating a stronger, more diversified entity with a significant global presence and sales of over c.590k units per year. Together, Iveco and the commercial vehicle business of Tata Motors have combined revenues of c.EUR 21 billion (INR 2,28,000Cr+) split across Europe (c.46%), India (c.32%), South America (c.8%) and Rest of the World (c.14%) with attractive positions in emerging markets in Asia and Africa.

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The combined group will be better positioned to invest in and deliver innovative, sustainable mobility solutions by leveraging both supplier networks to serve customers globally. It will also unlock superior growth opportunities and create significant value for all stakeholders in a dynamic marketplace. By preserving each group’s industrial footprint and employee communities, this complementarity is also expected to foster a smooth and successful integration process.