IVECO GROUP Board Calls Tata's €14.10 Tender Offer Fair

The board of directors of Iveco Group (IVG) approved on 4 September 2026 the issuer's position statement on the voluntary totalitarian tender offer launched by TML CV Holdings B.V. for all issued common shares of the company. The board judged the offer price of €14.10 per share, cum dividend, to be fair from a financial point of view.

The position statement was prepared under Articles 103 of Italy's Consolidated Financial Act and Article 39 of the CONSOB Issuers' Regulation, as well as under the Dutch Decree on Takeover Bids, reflecting the company's dual Italian-Dutch regulatory footprint. CONSOB approved the offeror's offer document by resolution on 3 September 2026.

In reaching its view the board examined the terms and conditions of the offer, a fairness opinion from Goldman Sachs Bank Europe SE, Succursale Italia, acting as financial adviser to the board, and the reasoned opinion of the independent board members, which itself incorporates a fairness opinion from Rothschild & Co Italia. Both advisers deemed the price fair from a financial point of view.

The decision was unanimous, with Suzanne Heywood and Alessandro Nasi abstaining in light of declarations made under the Issuers' Regulation and best practice provision 2.7.3 of the Dutch Corporate Governance Code.

Goldman Sachs' opinion, delivered on 4 September 2026, addressed the fairness of the price to holders other than the offeror and its affiliates, and also, in connection with a share sale, the share sale purchase price payable to the company under the merger agreement and share purchase agreements. The bank stressed the opinion is addressed to the board and does not amount to a recommendation to shareholders on whether to tender.

The offer is not permitted in Canada, Japan and Australia, and dissemination of the release outside Italy and the United States is restricted. The full position statement is attached to the offer document and published on the company's website.

Iveco Group employs 33,000 people across 16 industrial sites and 22 research centres, with brands spanning IVECO trucks, FPT powertrains, IVECO BUS and HEULIEZ, and the IVECO CAPITAL financing arm. A completed takeover would place that portfolio under the control of the offeror, part of the Tata group.

Earlier in the same week the company confirmed that prior authorisations for the deal had been obtained on 1 September and that CONSOB approval followed on 3 September, clearing the way for the offer period to run.

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