Bajaj Auto Gets Austrian Takeover Commission Approval for PIERER Control
Filing Summary
Bajaj Auto Limited has received approval from the Austrian Takeover Commission for its wholly owned subsidiary, Bajaj Auto International Holdings B.V., to acquire control of Pierer Bajaj AG and thereby PIERER Mobility AG and KTM AG. The Commission confirmed restructuring privilege, exempting BAIH from making a mandatory takeover bid. Approvals have also been received from merger control authorities in multiple countries and foreign investment control in Austria. The only pending clearance is from the European Commission. BAIH currently holds 49.9% stake in PBAG and intends to exercise the call option for full control by November 10, 2025.
Bajaj Auto Limited has announced that its wholly owned subsidiary, Bajaj Auto International Holdings B.V. (BAIH), has received approval from the Austrian Takeover Commission for acquiring control of Pierer Bajaj AG (PBAG) and thereby PIERER Mobility AG (PMAG) and KTM AG, Austria.
The approval, granted on October 23, 2025, confirms restructuring privilege under Section 25(1)(2) of the Austrian Takeover Act (ÜbG). The Commission has stated that BAIH will not be required to make a mandatory takeover bid to the shareholders of PIERER Mobility AG.
This follows earlier filings by Bajaj Auto on May 22, May 23, and June 4, 2025, regarding BAIH’s proposal to acquire management control of PBAG, arising from the restructuring of KTM. BAIH currently holds 49.9% stake in PBAG, while Pierer Industrie AG (PIAG) holds the remaining shares. The acquisition structure involves a Call Option Agreement with PIAG and Pierer Konzerngesellschaft mbH (PIKO) for the purchase of 50,000 shares (50% stake) in PBAG, in addition to 0.1% stake under a separate arrangement.
The Austrian Takeover Commission’s approval follows multiple regulatory clearances already received across jurisdictions involved in the restructuring process. Approvals have been secured from Merger Control Authorities in Austria, Poland, Colombia, Saudi Arabia, the U.S.A., and Turkey, along with Foreign Investment Control approval in Austria. Only the clearance from the European Commission under EU Regulation 2022/2560 remains pending.
Under the conditions of the Austrian Takeover Commission’s approval, BAIH is required to:
• Notify the Commission immediately upon non-prohibition of the merger under Regulation (EU) 2022/2560 and the fulfillment of all conditions precedent under the Call Option Agreement.
• Publish details of the change of control at PIERER Mobility AG upon completion.
• Report relevant agreements and legal transactions to both the Takeover Commission and the general meeting of PIERER Mobility AG, particularly where such transactions are economically related to the control acquisition.
The notification issued by PIERER Mobility AG confirms that all required merger control approvals have been granted and that Bajaj Auto International Holdings B.V. intends to exercise the call option for all 50,000 shares by November 10, 2025, upon satisfaction of all conditions.
About Bajaj Auto International Holdings B.V. (BAIH)
BAIH is a wholly owned subsidiary of Bajaj Auto Limited, incorporated in the Netherlands. It manages Bajaj Auto’s international investments, including its strategic partnership with the PIERER Mobility Group.
About Bajaj Auto Limited
Bajaj Auto Limited, headquartered in Pune, India, manufactures two-wheelers and three-wheelers and exports to over 70 countries. The company operates through subsidiaries and international holdings to manage investments in global mobility and technology ventures, including its long-standing association with the KTM Group through PIERER Mobility AG.