RELEASE: PROPOSED ACQUISITION OF ALL THE ISSUED ORDINARY SHARES OF IVECO GROUP N.V. (EXCLUDING ITS DEFENCE BUSINESS UNIT OPERATING UNDER THE IDV AND ASTRA BRANDS) BY TITAN BIDCO B.V

Published On - September 30, 2025

Registry ERCA Ongoing Investigations

NOTIFICATION TO THE ECOWAS REGIONAL COMPETITION AUTHORITY OF THE PROPOSED ACQUISITION OF ALL THE ISSUED ORDINARY SHARES OF IVECO GROUP N.V. (EXCLUDING ITS DEFENCE BUSINESS UNIT OPERATING UNDER THE IDV AND ASTRA BRANDS) BY TITAN BIDCO B.V

 

Purpose of the Notification

The ECOWAS Regional Competition Authority (ERCA) has received a formal notification of the proposed acquisition of all the issued ordinary shares of Iveco Group N.V. (excluding its Defence Business Unit operating under the IDV and Astra brands) by Titan Bidco B.V., an indirect subsidiary of Tata Motors Limited (TML).

The transaction qualifies as a notifiable merger under Article 4 of the Enabling Rule PC/REX.1/01/24 and Article 1(1)(i) of the Supplementary Act A/SA.1/12/08 on ECOWAS Community Competition Rules.

Parties to the Transaction

  • Titan Bidco B.V. (Acquirer):

A newly incorporated entity under Dutch law and an indirect subsidiary of Tata Motors Limited, created for the purposes of the transaction. Post-reorganization, Titan Bidco will form part of Tata Motors Commercial Vehicles Limited (TMLCV). TML is a leading Indian automotive company active globally in the manufacture and sale of commercial and passenger vehicles, including the Jaguar Land Rover brands.

  • Iveco Group N.V. (Target):

A global automotive group headquartered in the Netherlands with principal operations in Italy. Iveco designs, manufactures, and markets trucks, commercial vehicles, buses, combustion engines, alternative propulsion systems, transmissions, and axles, as well as related financial services. Iveco has a commercial presence in approximately 158 countries.

Nature and Scope of the Transaction

The proposed transaction involves Titan Bidco’s acquisition of sole control of Iveco through a voluntary public tender offer for all issued and outstanding common shares. Exor N.V., Iveco’s largest shareholder, has undertaken to tender its entire shareholding and vote in favor of the takeover.

The completion of the transaction is expected by the end of Q1 2026, subject to regulatory approvals, including clearance from ERCA.

The Iveco Defence Business Unit (IDV and Astra brands) will be separated prior to completion and is excluded from the acquisition.

Expected Outcomes

The transaction is expected to:

  • strengthen Tata Motors’ global portfolio by integrating Iveco’s advanced technologies, capabilities, and product range;
  • create a stronger platform to compete in global and regional commercial vehicle markets;
  • diversify market exposure and reduce the impact of cyclicality on group cash flows;
  • enhance consumer choice and service in ECOWAS markets by combining Titan Bidco’s value-driven vehicle offerings with Iveco’s premium, technology-oriented products.

The parties submit that the transaction will not substantially lessen or prevent competition within the ECOWAS Common Market, as overlaps are limited and the merged entity will continue to face strong competition from global manufacturers such as Daimler, Volvo, Isuzu, and others.

Third Party Rights

In accordance with Article 44(2)(a)(iv) of the ERCA’s Investigation and Notification Manual of Procedures, interested third parties are invited to submit their comments within thirty (30) days from the date of publication of this notice.

Submissions must be supported by relevant documentation and sent in confidence to the following address:

ECOWAS Regional Competition Authority (ERCA)

Bertil Harding, Bijilo, The Gambia

P.O. Box 4470

Or sent electronically to: registry@erca-arcc.org and info@erca-arcc.org