Austrian Takeover Commission grants “restructuring privilege,” allowing Bajaj to acquire control of KTM’s parent without a mandatory public offer.
24 Oct 2025 | 21763 Views | By Darshan Nakhwa
Bajaj Auto Ltd. today said it has secured a regulatory clearance from the Austrian Takeover Commission, paving the way for its acquisition of control in Pierer Mobility AG (PMAG)--the parent company of KTM AG. The ruling allows Bajaj’s wholly-owned Netherlands-based subsidiary, Bajaj Auto International Holdings BV (BAIHBV), to assume control ...
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Bajaj Auto Ltd. today said it has secured a regulatory clearance from the Austrian Takeover Commission, paving the way for its acquisition of control in Pierer Mobility AG (PMAG)--the parent company of KTM AG. The ruling allows Bajaj’s wholly-owned Netherlands-based subsidiary, Bajaj Auto International Holdings BV (BAIHBV), to assume control without being required to make a mandatory takeover bid to other shareholders.
The commission confirmed that the acquisition qualifies as a “restructuring privilege” under Austrian law, as the transaction is being carried out to support KTM’s ongoing financial turnaround. This effectively exempts Bajaj from the obligations normally imposed under the Austrian Takeover Act, which typically mandates a public offer when control changes hands.
“The Austrian Takeover Commission has confirmed the restructuring privilege for the acquisition of control by Bajaj Auto International Holdings BV, with no obligation to make a mandatory takeover bid to the shareholders of Pierer Mobility AG,” Bajaj Auto said in an exchange filing.
Through its subsidiary, Bajaj Auto already holds a 49.9% stake in Pierer Bajaj AG (PBAG), the joint holding company that controls PMAG. The remaining 50.1% is held by Pierer Industrie AG (PIAG). Under agreements signed earlier this year, Bajaj intends to acquire all 50,100 shares held by PIAG, thereby taking sole control of PBAG and, indirectly, PMAG and KTM AG.
The two companies have been partners since 2007, when Bajaj took an initial minority stake in KTM. Their alliance grew into one of the industry’s most productive joint ventures, with Bajaj manufacturing several KTM and Husqvarna models at its Chakan plant near Pune and exporting them to more than 60 countries.
According to the filing, Bajaj Auto has now received necessary approvals from merger control and foreign investment authorities in Austria and other relevant jurisdictions. The Austrian Takeover Commission’s decision was the final major step
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Meanwhile, to ensure transparency and protect minority shareholders, the Austrian regulator has imposed a few reporting conditions. Bajaj Auto must notify the commission of the fulfilment of conditions, publish the change of control, and disclose the details of any related-party transactions between entities linked to Bajaj and Pierer Industries through the end of 2026.
Earlier this year, Bajaj Auto announced a comprehensive strategy to take control of KTM’s holding company. The company had earlier provided a lifeline of €800 million to help KTM AG meet its court-mandated restructuring obligations and avoid insolvency. Of this, €450 million was extended as a secured term loan, and €150 million through convertible bonds, supplementing an earlier €200 million support package. The funds allowed KTM to meet a May 2025 deadline to pay creditors 30 percent of outstanding claims under its court-approved restructuring plan.
KTM and its subsidiaries entered self-administered restructuring in late 2024 after facing severe liquidity stress and operational disruptions. Bajaj’s financial support ensured the Austrian bikemaker could continue operations, restart production, and preserve jobs while exiting court supervision by mid-2025.