Acceptances stood at 28.4% after five weeks, barely above the 27.06% stake Exor committed upfront. Davidson Kempner, Syquant Capital and Petrus Advisers hold about 20.4% between them, enough to keep the deal below 80% on their own.
Tata Motors said its raised offer for Iveco Group would not be raised again. The shareholder register suggests that statement is about to be tested.
The Indian company lifted its price for the Italian truck and bus maker to €14.40 a share on Oct. 9, from €14.10, and called the new figure its "best and final" price. It said it raised the offer because regulatory authorizations in some jurisdictions were taking longer than expected, and that the earlier price already reflected a "full and fair valuation." If every share is tendered, the deal is worth about €3.91 billion. It excludes Iveco's defense business.
The count so far
By Friday, 28.4% of Iveco's shares had been tendered, according to Borsa Italiana data. Exor, Iveco's largest shareholder, had committed in advance to tender its 27.06% stake, which carries 43.19% of the voting rights. That means only about 1.3% of the shares had come from everyone else, five weeks into an acceptance period that closes on Oct. 26.
The threshold arithmetic
The offer requires acceptances of 95% of Iveco's shares. That falls to 80% if shareholders approve a so-called back-end resolution at an extraordinary meeting on Oct. 16, which would let Tata Motors complete the deal through a demerger and liquidation rather than a squeeze-out.
Three funds that have not tendered hold about 20.4% of the shares: Davidson Kempner with about 10.17%, Syquant Capital with about 6.45% and Petrus Advisers with about 3.8%, according to an executive familiar with the matter. Petrus publicly rejected the original offer on Sept. 29, arguing that it undervalues Iveco relative to its peers.
That makes the math unusually tight. If every other shareholder tendered and none of the three did, acceptances would top out at about 79.6%, just short of the lower threshold. Even under the most favorable outcome at the Oct. 16 meeting, Tata Motors needs at least one of the three funds.
Exor's voting power helps at the meeting itself. Its 43.19% of the votes makes approval of the back-end resolution likely, but approving the lower threshold does not deliver the shares needed to cross it.
The price signal
Iveco's shares closed at €14.40 on Friday, exactly the offer price. A stock trading at the bid, rather than below it, suggests investors see little risk of the deal falling through, or are betting on something better.
The new price is a 6.77% premium to Iveco's closing price on July 29, 2025, the day before the deal was announced, and 33.47% above its price before reports of Tata's interest first surfaced.
Two readings
One reading is that the holdouts will tender. Tata Motors has drawn a firm line, the funds risk being left in a company controlled by an owner with a large stake and a demerger path, and the extra €0.30 a share gives them a reason to declare victory.
The other is that the funds hold a blocking position and know it. With 20.4% between them and an 80% floor, each of the three can hold out for more, and a bidder that has already raised once may find a final price easier to announce than to defend.
What comes next
The Oct. 16 meeting decides the threshold. Daily acceptance figures from Borsa Italiana over the following ten days will show whether any of the three funds moves, and Oct. 26 is the deadline.