Bajaj Auto Ltd. said it has secured a regulatory clearance from the Austrian Takeover Commission, paving the way for its momentary control in Pierer Mobility AG--the parent company of KTM AG for restructuring only.

1. Earlier this year, Bajaj secured a Rs 5,445 crore loan for KTM AG
2. The takeover only qualifies as a restructuring privilege
3. The two companies have been partners since 2007

Bajaj Auto already holds over 49 percent in KTM

Bajaj manufactures every sub-400cc KTM model at its Chakan plant 

It’s no secret that KTM is facing a financial turmoil and earlier this year, Bajaj swayed in to rescue them by giving a Rs 5,445 crore unsecured loan. With this loan, KTM was able to pay back its creditors and it gained a year’s time to work on an effective restructure. In June, KTM's restructuring plans were aprroved by the Austrian courts. Now, the Austrian Takeover Commission has ruled in favour of Bajaj allowing it to restructure KTM.

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 percent stake in Pierer Bajaj AG (PBAG), the joint holding company that controls PMAG. The remaining 50.1 percent 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.

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

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.