Exor: Iveco provisionally clears the threshold, €1,057m expected for €35m more than its value at 30 June

On the evening of 26 October, Tata Motors' bidder announced that 87.81% of Iveco's common shares had been tendered, threshold met, on a provisional basis. For Exor, which holds 27.06% of them, the payment on 30 October would bring €1,057m, the equivalent of 48.5% of its cash at 30 June, but only about €35m more than the value of its stake at that date. If completed, the offer would change the nature of the asset far more than its value.

Why it matters for Exor shareholders: at 30 June 2026, the Iveco stake was worth €1,021m in Exor's net asset value, 2.9% of its gross asset value, and Exor's cash stood at €2,179m (half-year report, p. 6, 9 and 11). The gap of about €35m between the expected payment and that value represents 0.11% of net asset value of €32,009m (Opulion calculation: 35 divided by 32,009). The payment itself would be equivalent to 48.5% of cash at 30 June, as a yardstick (Opulion calculation: 1,057 divided by 2,179). The €427m extraordinary dividend received from Iveco in the first half is already included in that cash and remains outside the €1,057m. Since 30 June, Exor has bought back about €125m of its shares and launched a second tranche of up to €125m on 26 October. For Exor shareholders, the success of the offer would create little new value: it would turn a listed industrial holding into cash to be deployed.

The release does not name Exor. The count is nevertheless enough to establish that its shares are included. Excluding Exor's 73,385,580 shares and the 4,868,597 shares Iveco holds in treasury, which the release counts separately, 192,961,223 shares remain, fewer than the 238,157,212 tendered (Opulion calculation: 271,215,400 − 73,385,580 − 4,868,597). At least 45,195,989 of Exor's shares are in the count (Opulion calculation: 238,157,212 − 192,961,223). Opulion hypothesis: with the full tender to which Exor irrevocably committed, other shareholders would have tendered 164,771,632 shares, 60.75% of the capital (Opulion calculation: 238,157,212 − 73,385,580, divided by the 271,215,400 shares), when our brief of 22 October put the requirement at 52.94% on top of Exor, on the same basis. The bidder measures the 80% threshold on shares excluding treasury shares, where it reaches 89.42%.

The other conditions set out in the offer document remain outstanding: the final results release, due by 7.29am (CET) on 29 October, will state whether they have been fulfilled and, if not, whether the bidder waives them. On 9 October, the bidder said that some prior authorisations were taking longer than expected in a few jurisdictions. Payment would follow on 30 October, for €3,429m in total, at €14.40 per share, cum dividend. If these results are confirmed, the acceptance period would reopen from 2 to 6 November, with payment on 13 November, for the 28,189,591 shares not tendered, 10.39% of the capital (Opulion calculation: 271,215,400 − 238,157,212 − 4,868,597). Above 80%, the back-end resolution adopted on 16 October would allow the bidder, if the offer completes, to take over the whole company without reaching 95%.

For Exor shareholders, three facts will settle matters, in this order: the final results release, due by 7.29am on 29 October, the payment on 30 October, then cash at 31 December, which Exor's next results, announced for March 2027, will publish. A fourth test will take longer: the use of this €1,057m, still to be allocated.