Red Cat Announces Proposed Voluntary Public Purchase Offer for Steyr Motors

An irrevocable tender commitment covers approximately 15% of Steyr Motors’ share capital, below the required 50% plus one share.

Rhea-AI Summary

Red Cat Holdings (RCAT) announced a proposed all-cash offer to acquire all outstanding Steyr Motors shares for EUR 39.00 per share. The fully financed offer would be made through a wholly owned subsidiary. B&C Holding Österreich has irrevocably committed to tender approximately 15% of Steyr Motors’ share capital.

The price represents a 28.9% premium to the October 16, 2026 closing price. Completion requires regulatory approvals in Austria, Italy, Australia and the UK and acceptance of 50% plus one share. Red Cat expects acceptance to end December 18, 2026, at 5:00 p.m. CET. Red Cat believes the combination would support its Blue Ops uncrewed surface vessel strategy; following completion, it intends to retain Steyr Motors’ Austrian headquarters, manufacturing and research presence and invest in expansion.

4 points · 0 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed Steyr Motors acquisition would, Red Cat believes, support its Blue Ops uncrewed surface vessel strategy.
• Moderate pointB&C Holding Österreich irrevocably committed to tender approximately 15% of Steyr Motors’ share capital.
• Minor pointAll-cash offer is fully financed.
• Minor point. Forward-looking: it has not happened yet and may not happen.Post-completion plans include investment in expansion, retaining Austrian operations and supporting existing customer relationships.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Cash consideration of EUR 39.00 per share represents a 28.9% premium to the October 16, 2026 close.
• Minor pointCompletion requires regulatory approvals in Austria, Italy, Australia and the UK.
• Minor pointMinimum acceptance requirement is 50% plus one share; the proposed offer remains conditional.

News Explained

The announced EUR 39-per-share price does not establish the total cash commitment; the offer document, expected to be published later, is the next source for the offer’s terms.

Key Figures

Offer price: EUR 39.00 per share Premium to 52-week low: 55.8% Premium to closing price: 28.9% +4 more

Offer price

EUR 39.00 per share

Proposed all-cash offer for Steyr Motors shares

Premium to 52-week low

55.8%

Offer price compared with Steyr Motors’ 52-week low

Premium to closing price

28.9%

Offer price compared with the October 16, 2026 closing share price

Premium to 30-day VWAP

27.3%

Offer price compared with the 30-day volume-weighted average price

Anchor shareholder undertaking

Approximately 15% of Steyr Motors’ share capital

B&C Holding Österreich GmbH irrevocably undertook to tender its shares

Minimum acceptance threshold

50% plus one share

Condition of the proposed transaction

Acceptance period end

December 18, 2026, at 5:00 p.m. CET

Expected end of the period for shareholders to tender shares

Key Terms

voluntary public purchase offer, irrevocable undertaking, volume-weighted average price, uncrewed surface vessel, +1 more

5 terms

voluntary public purchase offer financial

"a proposed voluntary public purchase offer by Red Cat to acquire all outstanding shares"

A voluntary public purchase offer is a takeover bid made openly to all holders of a company's publicly traded shares in which a buyer offers to buy some or all outstanding shares at a specified price and under set terms. It is initiated by the bidder by choice (not required by law), announced publicly with a fixed acceptance period and formal offer documents, and must follow the disclosure and procedural rules of the stock market and securities regulators in the relevant jurisdiction; exact filing requirements, takeover thresholds, and consequences (for example, ability to squeeze out remaining shareholders) vary by jurisdiction.

irrevocable undertaking financial

"has entered into an irrevocable undertaking to tender its shares"

A legally binding promise, usually in writing, by a shareholder or other contracting party to take (or refrain from) a specific action in connection with a corporate transaction — for example to vote shares a certain way, to tender shares, or not to sell them — that the signer agrees cannot be withdrawn except under narrowly defined conditions set in the document. It operates as a contract enforceable under applicable law and often includes limited carve‑outs (such as required regulatory clearances or material adverse changes) and specified consequences for breach, so the undertaking gives the party receiving it firm, but sometimes conditional, assurance about future conduct.

volume-weighted average price financial

"the 30-day volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

uncrewed surface vessel technical

"Red Cat’s Blue Ops uncrewed surface vessel (“USV”) strategy"

An uncrewed surface vessel is a boat or ship that operates on the water without people onboard, using remote control or automated systems to navigate and carry out tasks. For investors, these vessels matter because they can reduce labor and operating costs, enable new services like offshore inspection, data collection or maritime security, and create market opportunities or risks tied to technology, regulation and reliability.

auxiliary power units technical

"as auxiliary power units (“APU”) for main battle tanks and locomotives"

Auxiliary power units (APUs) are compact onboard generators that provide electricity, heating or compressed air when a vehicle or aircraft's main engines are off, like a backup generator for a building. For investors, APUs matter because they affect fuel use, maintenance costs, emissions compliance and passenger or driver comfort—factors that influence operating margins, regulatory risk and aftermarket demand across transportation and manufacturing businesses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Proposed transaction represents a strategic investment in Austria and would support Steyr Motors’ long-term growth and Red Cat’s Blue Ops uncrewed surface vessel strategy

SALT LAKE CITY, Oct. 19, 2026 (GLOBE NEWSWIRE) -- Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security, today announced a proposed voluntary public purchase offer by Red Cat to acquire all outstanding shares of Steyr Motors AG (“Steyr Motors”), one of the world’s leading companies in the field of customized engines for mission-critical defense and civil applications, for EUR 39.00 per share in cash.

The proposed transaction is supported by the Steyr Motors’ anchor shareholder B&C Group and represents a strategic investment in Steyr Motors and Austrian production capabilities. Red Cat believes the combination would support Steyr Motors’ long-term growth while strengthening Red Cat’s Blue Ops uncrewed surface vessel (“USV”) strategy by pairing Steyr Motors’ advanced marine engine technology, manufacturing expertise and European operating base with Red Cat’s defense customer relationships and growing autonomous maritime portfolio.

Red Cat’s vision for Steyr Motors is centered on growth, investment and long-term partnership. Following completion of the proposed transaction, Red Cat intends to maintain Steyr Motors’ headquarters, manufacturing operations and R&D presence in Austria, support Steyr Motors’ existing customer relationships and customer-agnostic engine business, and invest in opportunities to expand Steyr Motors’ capabilities and role in the growing autonomous maritime market. Red Cat believes the combination would create a stronger platform to serve defense and government customers globally, while preserving the Austrian engineering and manufacturing foundation that has made Steyr Motors a trusted provider of specialized engine technology.

“Steyr Motors has built a strong business in Austria with specialized engineering talent, trusted customer relationships and proven marine engine technology,” said Jeff Thompson, Chief Executive Officer of Red Cat. “This proposed transaction is about investing in that foundation and helping Steyr Motors grow. We see Austria as central to the future of the business, and our goal is to provide additional resources, customer access and long-term demand that can support Steyr Motors’ employees, operations and continued expansion.”

Julian Cassutti, CEO of Steyr Motors AG, comments: "Four years into Steyr Motors' transformation, I am very excited to lead its next chapter with Red Cat as strategic partner on our side. Our engineering and Red Cat's reach into international markets are the basis for joint growth, and Red Cat stands firmly behind our site and our people. For our shareholders, the all-cash offer is a chance to realize their investment in cash today. I stand behind this step, and I intend to tender my own shares alongside them.”

“The potential transaction highlights Steyr Motors’ strategic appeal and presents an opportunity to further accelerate international expansion, tap into new markets, and sustainably strengthen access to key resources,” said Dr. Rolf Wirtz, Chairman of the Supervisory Board of Steyr Motors AG. “The Supervisory Board sees significant strategic potential in the proposed combination. Subject to review of the legal and economic terms and conditions such as published in the offer document, we view the potential transaction favorably.”

Red Cat and Steyr Motors had previously held non-binding discussions regarding a potential transaction, which were discontinued in July 2026. Talks were subsequently resumed and have now resulted in a fully financed all-cash offer. The anchor shareholder of Steyr Motors, B&C Holding Österreich GmbH, supports the strategic transaction of Red Cat and has entered into an irrevocable undertaking to tender its shares into Red Cat's offer, representing approximately 15% of Steyr Motors' share capital.

Transaction Details

The proposed transaction will be structured as a voluntary public purchase offer by a wholly owned subsidiary of Red Cat for all outstanding shares of Steyr Motors. The offer price will be EUR 39.00 per Steyr Motors share in cash, subject to the terms and conditions set forth in the offer document. It represents a 55.8% premium to Steyr’s 52-week low, a 28.9% premium to the closing share price on October 16, 2026, and a 27.3% premium to the 30-day volume-weighted average price.

The offer document is expected to be published on a dedicated transaction website and made available in German and in a non-binding English translation. Red Cat expects the acceptance period, during which shareholders may tender their shares, to commence shortly following publication of the offer document and to end on December 18, 2026, at 5:00 p.m. CET.  Shareholders should consult their custodian bank about any applicable deadlines set by the custodian bank which may require action to be taken before the formal end of the acceptance period. The process to tender shares can take several days, depending on the custodian bank. Shareholders should consider tendering their shares several days before December 18, 2026.

The proposed transaction remains subject to customary conditions, including regulatory approvals in Austria, Italy, Australia and the UK, a minimum acceptance threshold of 50% plus one share and other conditions to be set forth in the offer document. There can be no assurance that the offer will be completed or that the proposed transaction will close on the anticipated timeline or at all.

Additional information regarding the offer, including the offer document and related materials, is expected to be made available at ir.redcatholdings.com when published. Steyr Motors shareholders are urged to read the offer document carefully when it becomes available.

About Red Cat Holdings, Inc.
Red Cat (Nasdaq: RCAT) is a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security. Through its integrated portfolio of trusted U.S. and allied hardware and software offerings, Red Cat supports military, government, and public safety operations across air, land, sea and space. Its systems span small unmanned aircraft systems, uncrewed surface vessels, wireless power transfer technology, and autonomous swarming software to enhance situational awareness, operational effectiveness, and mission safety. Learn more at www.redcat.red.

About Steyr Motors AG
Headquartered in Steyr, Austria, Steyr Motors AG is a global leader in the development and production of high-performance customized special engines with high power density and durability. The Company’s engines are primarily used for military special vehicles, boats (both military and civilian) and as auxiliary power units (“APU”) for main battle tanks and locomotives.

Advisors
Evercore is acting as financial advisor to Red Cat. Freshfields is acting as legal advisor to Red Cat.

Important Notice
This announcement is for information purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. Any offer to acquire shares of Steyr Motors AG, if launched, will be made solely pursuant to the offer document and related materials to be published in accordance with applicable law. The terms and conditions of any offer will be governed exclusively by the offer document. Steyr Motors shareholders are urged to read the offer document and related materials carefully when they become available because they will contain important information about the proposed offer.

Safe Harbor Forward-Looking Statements
This press release contains "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will," "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Red Cat Holdings, Inc.'s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. These and other risks and uncertainties are described more fully in Red Cat's filings with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Red Cat undertakes no duty to update such information except as required under applicable law.

Investor Contact:
Ankit Hira
Solebury Strategic Communications for Red Cat Holdings, Inc.
E-mail: RCAT@soleburystrat.com

Media Contact:
Peter Moran
Phone: (347) 880-2895
Email: peter@indicatemedia.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Red Cat offering for Steyr Motors shares?

Red Cat proposes to pay EUR 39.00 per Steyr Motors share in cash through a wholly owned subsidiary. The price represents a 28.9% premium to the October 16, 2026 closing price, a 27.3% premium to the 30-day volume-weighted average price and a 55.8% premium to the 52-week low.

What conditions must Red Cat meet to acquire Steyr Motors?

Completion requires regulatory approvals in Austria, Italy, Australia and the UK and a minimum acceptance threshold of 50% plus one share. Other conditions will be set out in the offer document.

How can Steyr Motors shareholders tender into Red Cat’s proposed offer?

Steyr Motors shareholders should consult their custodian bank about tendering and any earlier bank deadlines. Red Cat expects acceptance to begin shortly after publication of the offer document and end on December 18, 2026, at 5:00 p.m. CET. Tendering can take several days, so shareholders should consider acting several days before December 18.