EQS-News: Steyr Motors AG: Business Combination Agreement signed with Red Cat Holdings, Inc. and SMOT Acquisition GmbH – binding commitments agreed for the Steyr site and employees

EQS-News: Steyr Motors AG / Key word(s): Tender Offer
   Steyr Motors AG: Business Combination Agreement signed with Red Cat
   Holdings, Inc. and SMOT Acquisition GmbH – binding commitments agreed for
   the Steyr site and employees

   21.10.2026 / 13:58 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   Steyr Motors AG: Business Combination Agreement signed with Red Cat
   Holdings, Inc. and SMOT Acquisition GmbH – binding commitments agreed for
   the Steyr site and employees

     • Business Combination Agreement sets out the framework and process for
       the voluntary public tender offer announced on 19 October 2026
     • Key terms of the announced voluntary public tender offer remain
       unchanged (offer price of EUR 39.00 per Steyr Share)
     • Steyr site protected for three years; further development of the site
       as a research and development and manufacturing center envisaged
     • Employee protection and employment safeguards agreed

   Steyr, Austria, 21 October 2026 – The Management Board of Steyr Motors AG
   (ISIN [1]AT0000A3FW25), one of the world’s leading companies in the field
   of customized engines for mission-critical defense and civil applications,
   today, on behalf of Steyr Motors AG and with the unanimous approval of the
   Supervisory Board, entered into a business combination agreement (the
   “Business Combination Agreement” or “BCA”) with SMOT Acquisition GmbH,
   with its registered office in Vienna (the “Bidder”), and its parent
   company Red Cat Holdings, Inc. (“Red Cat”). Red Cat is 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, and is
   listed on the NASDAQ Stock Market under the ticker symbol “RCAT”. The BCA
   sets out the framework and process for the voluntary public tender offer
   to the shareholders of Steyr Motors AG announced by the Bidder on 19
   October 2026 (the “Offer”).

   The BCA also includes provisions to protect the Austrian site and the
   Company's employees. For a period of three years following settlement of
   the Offer, Red Cat has undertaken not to cause the relocation of the
   Company's registered office, manufacturing operations, or research and
   development activities from the Steyr site. In addition, for a period of
   two years, Red Cat has undertaken not to cause any terminations of
   technical employees at Steyr Motors AG for operational reasons, nor to
   seek to bring about any other terminations of employees for operational
   reasons. Employees' rights, including existing works agreements and
   collective bargaining agreements, remain unaffected. Red Cat intends to
   further develop the site as a research and development and manufacturing
   center. The Bidder does not intend to make any changes to the Management
   Board and seeks representation on the Supervisory Board proportionate to
   its shareholding. The size of the Supervisory Board is to remain
   unchanged.

   Dr. Rolf Wirtz, Chairman of the Supervisory Board of Steyr Motors AG,
   comments: “We are pleased that, as part of the Business Combination
   Agreement, we have secured specific and clearly defined commitments
   regarding our site in Steyr and our employees. The three-year site
   protection and the employment safeguards are important outcomes of the
   negotiations. They underscore that the planned transaction is about more
   than just the offer price; it is also about the industrial future of Steyr
   Motors in Austria. At the same time, we are creating a foundation for the
   continued development of our company alongside a strong international
   partner.”

   The planned combination brings together Steyr Motors' specialized engine
   and propulsion technology with Red Cat's expertise in autonomous air, land
   and maritime systems, as well as its customer relationships. In
   particular, the combination may create additional development
   opportunities in the field of unmanned surface vehicles (USVs). In
   principle, the BCA permits structural measures such as a delisting, a
   squeeze-out of minority shareholders or an integration of the Company into
   a broader group structure. The agreed commitments regarding the Steyr site
   and employees, as well as the respective duties of the Company's corporate
   bodies, remain unaffected.

   Julian Cassutti, CEO of Steyr Motors AG, states: “The signing of the
   Business Combination Agreement marks an important milestone. With Red Cat,
   we have not only agreed on the framework for a strategic combination, but
   have also contractually safeguarded important interests of our site and
   our workforce. The agreement provides clarity on the next steps and opens
   up additional opportunities to further develop our technologies and access
   new international markets.”

   The planned voluntary public cash tender offer provides for a price of EUR
   39.00 per Steyr Share. Publication of the offer document is planned before
   15 November 2026, with the acceptance period expected to end on 18
   December 2026. Completion of the Offer is subject, in particular, to
   obtaining the required foreign direct investment clearances in Austria,
   Australia, Italy and the United Kingdom, which are expected to be obtained
   by 30 June 2027, as well as achieving a minimum acceptance threshold of
   50% plus one Steyr Share, excluding treasury shares. B&C Holding
   Österreich GmbH has undertaken to accept the Offer for its approximately
   15% stake in Steyr Motors.

   Company profile of 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.

   For further information, please contact:

   Steyr Motors AG
   Investor Relations
   Phone: +43 676 6222367
   E-mail: [2][email protected]
   [3]www.steyr-motors.com

   Press Contact
   CROSS ALLIANCE communication GmbH
   Susan Hoffmeister
   Phone: +49 89 125 09 0333
   E-mail: [4][email protected]
   [5]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.

   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.

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   21.10.2026 CET/CEST This Corporate News was distributed by [6]EQS Group

   View original content: [7]EQS News

   ══════════════════════════════════════════════════════════════════════════

   Language:    English
   Company:     Steyr Motors AG
                Im Stadtgut B1
                4407 Steyr
                Austria
   Phone:       +43 7252 2220
   E-mail:      [email protected]
   Internet:    https://www.steyr-motors.com/de/
   ISIN:        AT0000A3FW25
   WKN:         A40TC4
   Listed:      Regulated Unofficial Market in Frankfurt (Scale); Vienna
                Stock Exchange (Vienna MTF)
   LEI Code:    529900I7M6Z1HG0L8440
   EQS News ID: 2419468


    
   End of News EQS News Service


   2419468  21.10.2026 CET/CEST

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