Disclosure of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014
Steyr Motors AG: Conclusion of a Business Combination Agreement with Red Cat Holdings, Inc. and SMOT Acquisition GmbH
Steyr, Austria, 21 October 2026 – The Management Board of Steyr Motors AG (the “Company”) (ISIN: AT0000A3FW25 / LEI: 529900I7M6Z1HG0L8440) today, on behalf of the Company and with the approval of the Supervisory Board, entered into a business combination agreement (the “Business Combination Agreement”) with SMOT Acquisition GmbH, with its registered office in Vienna (the “Bidder”), and its parent company Red Cat Holdings, Inc. (“Red Cat”), a corporation incorporated under the laws of the U.S. State of Nevada with its principal executive offices in Salt Lake City, Utah, United States, listed on the NASDAQ Stock Market under the ticker symbol “RCAT”. The Management Board and the Supervisory Board of the Company have each previously unanimously resolved upon the conclusion and implementation of the Business Combination Agreement.
The Business Combination Agreement sets out the principles and the process of the voluntary public tender offer by the Bidder to the shareholders of the Company already announced by the Bidder on 19 October 2026 (the “Offer”). The key terms already published remain unchanged: the offer price is EUR 39.00 in cash per share in the Company (“Steyr Share”), the minimum acceptance threshold is 50% plus one Steyr Share, and B&C Holding Österreich GmbH has undertaken to accept the Offer for its approximately 15% of the Steyr Shares.
Red Cat has undertaken, for a period of three years from settlement of the Offer, not to cause a relocation of the Company’s registered office, manufacturing or research and development from the Steyr site. Red Cat has further undertaken, for a period of two years, not to cause any terminations for operational reasons of technical employees and not to cause the Company to reduce the remaining current workforce.
Pursuant to the Business Combination Agreement, the Bidder does not intend any changes to the Management Board. The size of the Supervisory Board is to remain unchanged. Following settlement of the Offer, Red Cat intends to be represented on the Supervisory Board in proportion to the size of its shareholding.
In the event that, following settlement of the Offer, the Bidder requests a delisting of the Steyr Shares from the Scale segment of the Frankfurt Stock Exchange and from the direct market plus of the Vienna Stock Exchange, or pursues a squeeze-out of the minority shareholders under the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz – GesAusG) or other structural measures in respect of the Company, the Company has undertaken, subject to the duties of care and fiduciary duties of the Management Board, to support the implementation of such measures.
The Management Board and the Supervisory Board welcome the Offer and, subject to the review of the offer document in accordance with their duties of care and loyalty, will recommend its acceptance in a reasoned statement.
Company profile of Steyr Motors AG
Headquartered in Steyr, Austria, Steyr Motors AG is a global leader in the development and production of special high-performance engines with high power density and durability. The company’s engines are used primarily in defense special-purpose vehicles, boats (both defense and civil) as well as auxiliary power units (APU) for main battle tanks and locomotives.
For more information, please contact:
Steyr Motors AG
Investor Relations
Phone: +43 676 6222367
Email: ir@steyr-motors.com
www.steyr-motors.com
Press Contact
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone: +49 89 125 09 0333
Email: sh@crossalliance.de
www.crossalliance.de
Legal notice:
This announcement constitutes neither an offer to purchase securities nor a solicitation of an offer to purchase or sell securities of Steyr Motors AG.
This announcement contains information that is required to be published pursuant to Article 17 of Regulation (EU) No. 596/2014 (Market Abuse Regulation).
Certain statements herein are forward-looking statements. They are based on the current expectations and assessments of the Management Board and are subject to risks and uncertainties. Actual developments and results may differ materially from the expectations expressed or implied in these statements due to various factors.
This announcement is published on behalf of Steyr Motors AG by Julian Cassutti (CEO, Chairman of the Management Board) and Björn Krausmann (CFO, Member of the Management Board).
End of the inside information
