Exor: the threshold for the Iveco offer falls to 80%, and 52.94% of acceptances are needed beyond Exor

On 16 October 2026, Iveco's general meeting adopted the resolution that cuts the threshold of Tata's offer from 95% to 80% of the common shares. The offer now needs 52.94% of acceptances by 26 October, on top of the 27.06% Exor has committed to tender, instead of 67.94%. If the offer succeeds, Exor will receive €1,057m, equivalent to 48.5% of its cash at 30 June, as a sense of scale.

Why it matters for Exor shareholders: at 30 June 2026, Iveco was worth €1,021m in Exor's accounts, or 2.9% of its gross assets, and Exor's cash stood at €2,179m (Opulion calculation: €1,057m divided by €2,179m, or 48.5%). The price increase from €14.10 to €14.40 on 9 October would add €22m to the expected proceeds (Opulion calculation: 73,385,580 shares multiplied by €0.30). The €427m extraordinary dividend Exor received from Iveco in the first half is already in the 30 June cash: it stays outside the €1,057m. The price is fixed. The level of acceptances on 26 October, together with the prior authorisations, will decide whether a listed industrial holding becomes cash.

The threshold is the minimum level of acceptances the offer must reach to succeed. Iveco's extraordinary general meeting, held in Amsterdam, approved all the resolutions proposed by the board. One of them, the so-called back-end resolution, allows Tata, if it holds at least 80% of the common shares, to demerge Iveco, sell the new company and then dissolve the old one: this is the route to the whole business with 80% to 95% of the shares. The adoption of other resolutions passed the same day, such as the amendment of the articles of association and the cancellation of the special voting shares, was a condition of the offer. Iveco will publish the detailed voting results later.

At 30 June 2026, Exor held 73,385,580 shares, or 27.06% of the common shares and 43.19% of the voting rights according to Iveco's press release of 4 September, and has irrevocably committed to tender them. The 16 October press release does not give the level of acceptances. According to the Teleborsa news agency, 91,092,696 shares had been tendered by 21 October, or 33.58% of the shares targeted, without saying whether Exor's commitment is included. Opulion hypothesis: counting that commitment, other shareholders would have tendered 6.52% of the shares by that date (Opulion calculation: 33.58% minus 27.06%). Our analysis of 5 September already raised the decisive question: how this capital will be put to work.

For Exor shareholders, three facts will settle the matter: the level of acceptances at the close on 26 October, the prior authorisations that the offeror said on 9 October were taking longer in a few jurisdictions, then the payment scheduled for 30 October in the event of success. The fourth will take longer: what Exor would do with €1,057m.