Decision: ACQUISITION OF IVECO GROUP N.V. BY TATA MOTORS LIMITED COMMERCIAL VEHICLE HOLDINGS

Published On - November 11, 2025

Registry ERCA Compendium of Decisions

DECISION No. EC/D.14/11/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF IVECO GROUP N.V. BY TATA MOTORS LIMITED COMMERCIAL VEHICLE HOLDINGS

 

The Council of the ECOWAS Regional Competition Authority,

MINDFUL of Supplementary Act A/SA.1/12/08 adopting Community Competition Rules and the modalities of their application within ECOWAS;

MINDFUL of Supplementary Act A/SA.2/12/08 on the establishment, functions and operation of the ECOWAS Regional Competition Authority;

MINDFUL of Supplementary Act A/SA.3/12/21 amending Supplementary Act A/SA.2/12/08 on the establishment, powers and functioning of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the Council of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS;

MINDFUL of Regulation C/REG.24/12/21 on the ERCA’s rules of procedure in competition matters;

MINDFUL of Enabling Rule PC/REX.1/01/24 on the Procedural Manuals of the ECOWAS Regional Competition Authority relating to its Council, in its Article 12 (3.d);

MINDFUL of the joint notification submitted by Tata Motors Limited Commercial Vehicle Holdings (TML) dated 19 August 2025, registered under Case File No. ERCA/MA/1953/2025;

HAVING HEARD the Secretary of the Council during its session of 3rd November 2025 on the facts, procedures, and findings of the transaction evaluation;

 

CONSIDERING THE FOLLOWING:

  1. FACTS AND PROCEDURE

I.1. The Notification

  1. By letter dated 19 August 2025, TML CV Holdings Ltd (TMLCVH), a company incorporated under the laws of Singapore, notified ERCA of its proposed acquisition of 100% of the issued shares of Iveco Group N.V., a company incorporated in the Netherlands, excluding its Defence Business Unit.
  2. The notification was submitted in accordance with Article 2 of Regulation C/REG.23/12/21 and was registered under Case File No. ERCA/MA/1953/2025.
  3. The notification was declared complete on 12 September 2025 and published in the ECOWAS Official Journal (Vol. 8, September 2025), the ERCA website, and notified to the concerned Member States.

I.2. The Acquisition Operation

  1. The proposed transaction consists of the acquisition by TMLCVH of 100% of the shares of Iveco Group N.V., thereby granting sole control to the Acquirer over Iveco’s commercial truck, bus, and powertrain divisions.
  2. The Defence Business Unit of Iveco (IDV and Astra brands) is expressly excluded from the transaction.
  3. The transaction will result in a full integration of both firms’ commercial vehicle and powertrain activities under a single governance structure within Tata Motors Group, with strategic focus on production, R&D in green technologies, and market expansion in emerging economies, including ECOWAS.

I.3. The Parties to the Transaction

  1. Tata Motors Limited, the Acquirer (formerly known as TML Commercial Vehicles Limited), is a multinational automotive manufacturer headquartered in India, active globally in the design, manufacture, and sale of commercial vehicles. Within ECOWAS, it operates through distributors and assembly partners in Nigeria, Ghana, Senegal, Côte d’Ivoire, and other Member States.
  2. Iveco Group N.V. (Target) is a multinational manufacturer of commercial and industrial vehicles, engines, and powertrain products headquartered in the Netherlands with principal management in Italy. Within ECOWAS, Iveco operates mainly through exports and local distributors, including a non-controlled indirect subsidiary in Côte d’Ivoire (SOTRA S.A.).
  3. COMPETITIVE ASSESSMENT
  4. Jurisdiction of ERCA
  5. a. Material scope:
  6. The acquisition results in a lasting change of control within the meaning of Article 2 of Regulation C/REG.23/12/21 and therefore constitutes a concentration under ECOWAS law.

 

  1. b. Territorial scope:
  2. Both undertakings are active in more than two ECOWAS Member States, notably Nigeria, Ghana, Senegal, Côte d’Ivoire, and others. The transaction therefore has a regional dimension that justifies ERCA’s exclusive jurisdiction.
  3. c. Turnover thresholds:
  4. The combined turnover of the parties in ECOWAS exceeds the prescribed minimum threshold under Article 8 of the Implementing Regulation PC/REX.1/01/24. Accordingly, ERCA is competent to review this transaction.
  5. Relevant Market
  6. a. Product market:
  7. The combined activities of Tata Motors Limited and Iveco Group N.V. cover a broad spectrum of the global automotive industry, primarily focused on the design, production, marketing and distribution of commercial vehicles (trucks and buses), as well as engines and propulsion solutions for industrial, agricultural and marine applications.
  8. At the global level, both groups operate across the following segments:
  • Light, medium and heavy trucks, intended for freight and logistics operations;
  • Buses and coaches, covering urban, interurban and school transport;
  • Engines and propulsion systems (including diesel, natural gas, hybrid and electric engines);
  • Financial and leasing services related to the sale of commercial vehicles;
  • After-sales services and connectivity solutions (maintenance, telematics, spare parts).
  1. The products and services offered by both companies are partially substitutable depending on the segment, but their market positioning differs:
  • Tata Motors is historically oriented towards emerging markets and the mass segment, with a strategy based on competitive costs and functional robustness.
  • Iveco is more strongly positioned in the premium and technology-driven segments, particularly in heavy trucks, low-emission urban buses, and alternative powertrains (through FPT Industrial).
  1. Accordingly, the relevant product market encompasses the global design, production and distribution of commercial vehicles (trucks and buses), as well as the supply of engines and related components to end customers and third-party manufacturers (OEMs).
  2. This definition is consistent with international competition authority practice (European Commission, FTC, CMA), which distinguishes between commercial vehicles and passenger vehicles due to differences in use, price, technology and customer base.
  3. Geographic Market
  4. The primary geographic market of the analysis is ECOWAS. However, given the nature of the activities and international trade flows, the relevant geographic market must be considered global.
  5. The following factors justify this approach:
  6. Globalisation of supply and production chains: components, engines and complete vehicles are manufactured and assembled in several regions (Europe, Asia, Latin America, Africa) and distributed in more than 150 countries. The ECOWAS market is tight to this global supply and production chain. The dynamism of international players facilitates cross-border competition.
  7. Active global competition: major competitors (Daimler Truck, Volvo Group, Traton/Scania/Man, Paccar, Hyundai, Isuzu, Foton, BYD, Shacman, Hino, Ford Trucks, CNHTC) operate across multiple continents through extensive global distribution networks. As a result, the regional market shares of the parties, in the light of the global dynamic, would be insignificant to raise competition concern.
  8. Accordingly, the relevant geographic markets for the competitive assessment of this transaction are defined as: the global markets for the design, manufacture – assembly and sale of commercial vehicles (trucks and buses) and associated industrial powertrains.
  9. Although some regional variations in the specifications of vehicles produced (e.g. Africa, Europe, Asia), these do not undermine the existence of an integrated global market, characterised by international players, technical interoperability and sustained global competition.
  10. Market Structure and Dynamics
  11. The commercial vehicle market within ECOWAS is characterised by an open and competitive structure, marked by the presence of global manufacturers with regional distribution networks and assembly partnerships. The main players include Daimler Truck (Mercedes-Benz), Volvo Group, MAN, Scania, Isuzu, Foton, BYD, Hyundai, Shacman, and Renault Trucks, alongside emerging regional manufacturers. This diversity of operators reflects a high level of competitive intensity, supported by the growing demand for freight transport, logistics infrastructure, and sustainable urban mobility solutions.
  12. Tata Motors and Iveco Group hold a significant but non-dominant position in the region. According to data provided by the parties and sectoral estimates, their combined market share within ECOWAS is well under the dominance threshold established under Article 11 of the ERCA Manual on Market Dominance Thresholds.
  13. Individual market shares vary by segment:
  • Tata Motors is more active in the light and medium truck segments, targeting the mass market and local transport operators;
  • Iveco focuses on heavy trucks, intercity buses, and advanced powertrain vehicles, representing higher value-added segments;
  • Their technological and commercial complementarity limits the risk of horizontal competitive overlap, while enhancing their capacity for innovation and local production.
  1. Barriers to entry remain moderate, given the progressive liberalisation of trade within the framework of the ECOWAS Common Market.
  2. Several factors help mitigate traditional market entry barriers:
  • Local assembly partnerships (in Nigeria, Ghana, Côte d’Ivoire, and Senegal) allow new entrants to access the market without major industrial investments;
  • National automotive industrialisation programmes (notably in Nigeria and Ghana) promote technology transfer and the creation of regional value chains;
  • Distribution and after-sales networks are expanding rapidly, supported by regional financing and leasing platforms;
  • Harmonised import costs and customs duties within ECOWAS facilitate the intra-regional movement of vehicles and components.
  1. Despite these positive dynamics, the market still faces certain structural constraints:
  • High logistics costs and uneven transport infrastructure across member states;
  • A heavy reliance on used vehicle imports, which temporarily limits the penetration of new vehicles;
  • Regulatory discrepancies between member states, particularly regarding vehicle homologation and automotive taxation.
  1. Overall, the commercial vehicle market in ECOWAS is competitive, with no single player capable of significantly restricting competition. On the contrary, the proposed merger between Tata Motors and Iveco is expected to stimulate regional competitiveness, strengthen local production capacity, and increase the availability of modern, low-emission vehicles across the region.

III. CONCLUSIONS

  1. Legal Analysis
  2. a. Legal basis
  3. This Decision is adopted pursuant to the Supplementary Act A/SA.1/12/08, Regulation C/REG.23/12/21, and Implementing Rule PC/REX.1/01/24 governing concentrations in the ECOWAS Common Market.
  4. Legal qualification:
  5. The transaction constitutes a concentration by acquisition of control as defined under ECOWAS applicable rules, involving undertakings active in at least two Member States and meeting turnover thresholds.
  6. Assessment of the Competitive Situation in the Relevant Market
  7. The market analysis confirms that the transaction does not give rise to any significant restriction of competition within the ECOWAS Common Market.
  8. Although some overlap exists in the heavy-truck and intercity-bus segments, the combined market share remains below the dominance thresholds provided under Article 11 of the ERCA Manual on Market Dominance Thresholds.
  9. Strong competitive pressure from established global players ensures continued market contestability.
  10. Vertical integration effects in powertrain supply are limited due to the presence of multiple alternative global suppliers.
  11. Views of Third Parties
  12. a. Competitors:
  13. Competitors expressed cautious optimism, acknowledging possible efficiencies but warning of potential price increases and concentration in the heavy vehicle segment.
  14. b. Consumers:
  15. Consumers’ feedback was largely positive, anticipating improved service quality, expanded distribution networks, and technology-driven products, though with some concern about potential price adjustments post-merger.
  16. CONSEQUENTLY, the Council endorses the assessment of the Secretariat that the notified transaction does not pose any significant risk to competition or consumer welfare, and

 

DECIDES

 

Article 1 – Authorization of the Transaction

The acquisition by TML CV Holdings Pte. Ltd (TMLCVH) of 100% of the share capital of Iveco Group N.V., excluding its Defence Business Unit, is hereby authorized unconditionally under Article 3 of Regulation C/REG.23/12/21.

Article 2 – Implementation and Monitoring

2.1. As part of its general market oversight mandate, the Executive Directorate of ERCA shall monitor the post-transaction phase to ensure that the new entity’s business strategy remains consistent with the principles of free competition in the region.

2.2. ERCA shall ensure that the new entity aligns itself with market dynamics and tailors its offerings to the specific needs of consumers in ECOWAS Member States.

Article 3 – Entry into Force

This Decision shall enter into force on the date of its signature. It shall be notified to the parties and published in the Official Journal of the Community.

 

Done at Monrovia, this 3rd day of November 2025

 

 

FOR THE ERCA COUNCIL

 

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON