TML CV Holdings B.V. Receives Approval for Iveco Group Tender Offer

News provided byTML CV Holdings B.V · 2 min read

Amsterdam, 3 September 2026, TML CV Holdings B.V., a wholly-owned subsidiary of TML CV Holdings Pte. Ltd., has received approval from Consob for a voluntary tender offer to acquire all the common shares of Iveco Group N.V. The approval comes as TML CV HS prepares to launch a comprehensive offer to its shareholders.

The tender offer, which is subject to certain conditions, will be open from September 7, 2026, to October 26, 2026, inclusive. TML CV HS, through TML CV Holdings B.V., has committed to paying a consideration of €14.10 per share, cum dividend. This amount is expected to be settled on October 30, 2026, unless the acceptance period is extended.

If the tender period is extended, the offer will reopen for five trading days starting from the day after the settlement date. During this period, the consideration will be paid on November 13, 2026, unless the acceptance period is further extended.

TML CV HS informed Consob and the market of its intention to promote this tender offer through a previous communication on July 30, 2025. The offer is subject to disclosure obligations and procedural requirements as per Italian law, but US shareholders should be aware that these may differ significantly from those applicable under U.S. law.

The tender offer is set to be launched in Italy and extended to the United States of America, in compliance with U.S. Securities Exchange Act of 1934, subject to the exemptions set forth in Rule 14d-1(d) of the U.S. Securities Exchange Act. Prior to the tender period, the Offeror will publish an offer document containing detailed terms and procedures for acceptance.

According to the press release, the Offeror, its affiliates, or any nominees or brokers may purchase or arrange to purchase common shares of Iveco Group N.V. outside the United States, subject to the applicable laws and regulations.

US shareholders are advised that service of process may be difficult to effect within the United States, and they may not be able to enforce judgments predicated on U.S. federal securities laws. Additionally, the tender offer may have significant tax implications under U.S. federal and state laws, and shareholders are encouraged to consult their independent professional advisers.

Neither the U.S. Securities and Exchange Commission nor any securities commission in the United States has approved or disapproved of the tender offer or this announcement. Any representation to the contrary is a criminal offense in the United States.

The offer is not being launched in Canada, Japan, Australia, or any other country outside Italy and the United States, where specific authorizations or obligations may apply. The documents related to the offer must not be distributed or transmitted in these other countries.

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