Red Cat Holdings: agrees to acquire Steyr Motors at EUR 39 per share

What happened

• Red Cat Holdings, Inc. reported that on Oct 21, 2026 it entered into a business combination agreement with SMOT Acquisition GmbH (its wholly owned subsidiary) and Steyr Motors AG to effect a transaction through a voluntary public cash tender offer.
• The offer is for all 5,251,261 no-par value bearer shares of Steyr Motors at an offer price of EUR 39.00 per Target Company Share. The Bidder published the offer document on Oct 22, 2026 and the acceptance period runs until Dec 18, 2026 at 5:00 p.m. Central European Time, subject to extension by the Bidder up to a maximum of 16 weeks.

Key details

• the offer is supported by B & C Holding Österreich GmbH, the largest shareholder, which entered an irrevocable undertaking to tender its shares at the offer price.
• offer conditions include receipt of required foreign direct investment approvals (or expiration of waiting periods) in Austria, Australia, Italy and the United Kingdom by no later than Jun 30, 2027, and a minimum acceptance threshold of 50% plus 1 share (excluding any shares held by Steyr Motors).
• steyr Motors agreed to certain non-solicitation covenants until the earlier of termination or closing, but may engage with a third party that submits a bona fide unsolicited proposal reasonably likely to result in a superior offer; Steyr must, as soon as legally permissible, make available to the Bidder non-public information provided to such third parties.
• Steyr’s executive board and supervisory board support the transaction; members of the executive board who hold shares will accept the offer within 5 days of the start of the acceptance period and the boards will prepare a reasoned statement reflecting their view of the offer.

Why it may matter

• Item 1.01 reports a material definitive agreement (the business combination agreement) that sets the terms of the tender offer and related rights and obligations, including governance, termination and dispute resolution (governed by Austrian law with arbitration under the Vienna Rules in Vienna, proceedings in English).
• Item 8.01 reports a press release issued Oct 19, 2026 announcing the launch of the offer. The Form 8-K states that the information in Item 9.01 is furnished and not filed.
• This filing does not show why the company acted.