Bajaj Wins Austrian Nod for KTM Control

Milsbeek, Netherlands- Bajaj Auto International Holdings B.V. (BAIH), a wholly owned subsidiary of Bajaj Auto, is progressing towards taking sole control of PIERER Mobility AG after securing key regulatory clearances and a favorable ruling from the Austrian Takeover Commission.

BAIH plans to acquire all 50,100 shares in Pierer Bajaj AG currently held by Pierer Industrie AG. This transaction is based on two agreements concluded in April and May 2025: a share purchase agreement for 100 shares in Pierer Bajaj AG and a call option agreement for up to 50,000 additional shares. These agreements were subject to conditions relating to merger control, subsidy control and investment control approvals, as well as the requirement that the resulting acquisition of control would not trigger a mandatory takeover bid under the Austrian Takeover Act (ÜbG). All necessary merger control approvals have already been granted.

On 23 October 2025, the Austrian Takeover Commission determined that these two transactions together will lead to BAIH indirectly acquiring control over PIERER Mobility AG and that this acquisition of control qualifies as a restructuring measure within the meaning of Section 25 para. 1 no. 2 of the Austrian Takeover Act. As a result, BAIH may be exempt from making a mandatory takeover offer, provided certain protective conditions for minority shareholders are fulfilled.

Under the decision, BAIH is not obliged to submit a mandatory offer under Sections 22 or 25 para. 2 ÜbG if the call option agreement dated 22 May 2025 is exercised in full within 20 trading days following the non-prohibition of the merger pursuant to Regulation (EU) 2022/2560 and the fulfilment of all conditions precedent in the call option agreement. To safeguard the financial interests of other shareholders, the Takeover Commission has imposed several transparency and reporting obligations on BAIH and entities acting in concert with it.

BAIH must immediately inform the Austrian Takeover Commission once the merger is not prohibited under Regulation (EU) 2022/2560 and all conditions of the call option agreement have been satisfied, and it must immediately publish the change of control at PIERER Mobility AG. In addition, BAIH and all entities acting in concert with it must report to the Takeover Commission after completion of the transaction, submitting the relevant agreements, and must also report to the general meeting of PIERER Mobility AG that follows any acquisition by KTM AG of shares in MR IMMOREAL GmbH, including details of the terms and purchase price.

Furthermore, up to and including 31 December 2026, BAIH and entities acting in concert with it are required to report both to the Takeover Commission and to the general meetings of PIERER Mobility AG on the conditions of any agreements or legal transactions that are economically related to the acquisition of control of PIERER Mobility AG and are concluded between BAIH (or its concert parties) and Dipl. Ing. Stefan Pierer (or his concert parties).

The Executive Board of PIERER Mobility AG has been informed by BAIH that the non-prohibition of the merger under Regulation (EU) 2022/2560 and the fulfilment of all conditions in Section 2 of the call option agreement are expected by 10 November 2025. BAIH has also indicated its intention to exercise the call option in full with respect to all 50,000 shares in Pierer Bajaj AG. Upon completion, Bajaj Auto International Holdings B.V. will indirectly obtain sole control over PIERER Mobility AG, further deepening Bajaj Auto’s strategic influence in the European powersports and motorcycle sector.

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