Tata Motors Ltd will need to win over most of Iveco’s silent shareholders—roughly three in four investors who stayed away from Friday’s special shareholder meeting—to complete its and delist the Italian truck maker, according to Mint’s review of the voting outcome.
About one in three non-promoter votes cast were against resolutions linked to the Tatas’ proposed takeover, including to the board of Iveco, headquartered in Turin with its parent incorporated in the Netherlands. The opposition points to a tougher battle ahead for India’s largest truck maker as it races to secure the 80% shareholder acceptance needed to take full control of Iveco.
Tata Sons chairman Natarajan Chandrasekaran, Jaguar Land Rover chief executive P.B. Balaji and Tata Motors managing director Girish Wagh are among the top executives set to join Iveco’s board if the deal goes through.
The voting numbers show the scale of the challenge. Shareholders holding about 52.9% of Iveco’s common shares, including promoter Exor with 27%, backed the deal-related resolutions, while those with 11.6% voted against them. The remaining shareholders, holding about 35.5%, did not vote at the extraordinary general meeting.
This means Tata Motors must persuade shareholders owning about 27% of common shares from among those who did not vote, assuming those voting against the resolution do not subscribe to the offer till the deadline.
Opposition to the deal has not subsided despite Tata Motors from €14.10 per share to €14.40 on 9 October.
“A large percentage of voting happens in the last 48 hours, so the company is confident of securing the shareholders and reaching the required threshold. It is typical of many investors not to participate in the EGM,” a Tata Motors executive close to the deal said on condition of anonymity. “The current share price of Iveco is trading below the offer price, so the price is fair.”
All resolutions at the EGM were approved on majority vote.
Voting outcome
At the end of 19 October, shareholders had tendered 31.19% of Iveco’s shares, up around 3 percentage points since Tata raised its offer price. The offer closes on 26 October, leaving Tata with little time.
Tata needs support from 80% of current shareholders to delist Iveco because, under Dutch rules, the remaining minority investors would have to tender their shares at the price once it gets support from 80% of shareholders.
If Tata Motors crosses the 66.67% threshold but falls short of 80%, it can waive the higher threshold and complete the acquisition of shares tendered. However, this would complicate its plans to gain full control, as Tata could not squeeze out the remaining minority shareholders, delist Iveco or implement the planned demerger and post-offer restructuring. Iveco would remain listed with minority shareholders.
It is unclear whether Tata would pursue the deal if it doesn’t achieve the required 80% threshold. It did not respond to Mint‘s request for comments.
In July 2025, Tata Motors had first announced it will acquire Iveco’s commercial vehicle business for about €3.8 billion, and said it aimed to buy 100% of its shares and delist it to make the company its wholly-owned subsidiary.
The strongest opposition from non-promoter shareholders was to the appointment of Chandrasekaran as Iveco’s chair. A total of 37.27 million votes, making about 13.7% of Iveco’s 271.2 million common shares, were cast against this, compared with 211.93 million in favour. About 34.05 million votes were cast against JLR chief executive Balaji and 35.61 million against Tata Motors managing director Wagh.
Norges, Norway’s sovereign wealth fund and world’s largest, managing $2.2 trillion in assets end June, voted in favour of all resolutions, according to filings reviewed by Mint. It held a 2.53% stake in Iveco at the time. British asset manager Schroders, which managed $1.1 trillion in assets as of June, also said yes to all 16 resolutions. It held about 1.2% of Iveco.
Legal & General Investment Management (LGIM), UK’s largest fund manager, managing $1.6 trillion in assets at the end of June, backed the transaction and the proposed appointment of Chandrasekaran as chairman, but opposed induction of Wagh.
“A vote against is applied because we have concerns regarding the time commitment required to manage all board positions and how this may impact their ability to remain informed and effectively contribute to board discussions,” LGIM reasoned.
The California Public Employees’ Retirement System (CalPERS), which has $637 billion in assets end March, backed the transaction but opposed the appointment of Tata Motors’ nominees, including Balaji, Wagh and Chandrasekaran.
The Canada Pension Plan Investment Board (CPPIB), with over $600 billion in assets under management as of June, abstained.
Mint could not independently ascertain the ownership of LGIM, CalPERS, and CPPIB in Iveco.
Large shareholders
The voting outcome is particularly significant, given the stance of Iveco’s large institutional shareholders.
Activist investor Petrus Advisers has publicly opposed Tatas’ offer, while hedge funds Syquant Capital and Davidson Kempner have so far held back from tendering shares. Together, the three hold about 20.4% of Iveco’s common shares, making their decisions critical to Tata’s ability to cross the 80% threshold.
Petrus had opposed Tata’s original €14.10 offer on 29 September, arguing that it undervalued Iveco and did not give shareholders an adequate share of the value expected from the combination. Tata subsequently raised the offer, calling it its best and final. The move has done little to accelerate tendering so far.
The combined business would have annual revenue of about €21 billion and sales of over 590,000 vehicles, per the September offer documents from Tata Motors and Iveco.
The uncertainty over shareholder support has brought into focus the challenges Tata Motors faces in navigating the takeover’s final stages.
“Takeovers like this are won on tendered shares, not votes. Holdout resistance from funds is routine in European offers, and Tata has sensibly built fallback routes. Any bidder should engage key shareholders early and assume its structure will be tested before the deal closes,” said Rajesh Sivaswamy, senior partner at King Stubb and Kasiva, a law firm.