Steyr Motors' €39 Buyout Hinges on a 50%-Plus-One Threshold as Shares Linger Below the Offer

Red Cat Holdings has attached a hard condition to its €39-per-share cash bid for Steyr Motors: the tender must clear 50% of the share capital plus a single share before the deal can proceed. The offer, announced roughly two weeks ago through Red Cat subsidiary SMOT Acquisition GmbH, covers all outstanding stock and also requires regulatory clearances.

The market has yet to close the gap. Steyr Motors shares finished Friday at €35.40, comfortably beneath the €39 on the table — a spread that suggests investors are pricing in execution risk rather than treating the transaction as a done deal.

Site Guarantees Written Into the Deal

A business combination agreement signed roughly two weeks ago by Red Cat, SMOT Acquisition and Steyr Motors locks in a series of commitments. The buyer has pledged to keep the company's headquarters, production and research and development operations in Steyr for at least three years. For the first two of those years, no compulsory redundancies are to take place.

B&C Holding Österreich has already thrown its weight behind the bid, committing to tender approximately 15% of the shares. Steyr Motors' management board and supervisory board intend to recommend acceptance once they have reviewed the offer document, which was published around two weeks ago.

Press reports indicate Red Cat plans to develop the Steyr site into a center for both engineering and manufacturing. The same reports suggest the agreement leaves room for a possible delisting or a later squeeze-out of minority shareholders. The acceptance period closes on December 18, 2026, at 17:00 CET.

A Profit Line Still Finding Its Feet

The operational picture behind the bid is one of growth paired with thin margins. Third-quarter 2026 group revenue came in at €12.5 million, an 11.2% increase. Adjusted EBIT reached €1.4 million, up from €0.9 million in the same quarter a year earlier. On an unadjusted basis, however, quarterly operating profit was just €0.4 million.

Across the first nine months of 2026, Steyr Motors booked revenue of €35.3 million, compared with €34.4 million in the prior-year period, alongside an operating result of €-0.7 million. Management reaffirmed its full-year 2026 guidance together with the quarterly release: revenue growth of 15% to 25% and an operating margin — adjusted EBIT margin under the forecast — of between 8% and 12%.

Whether shareholders take the cash or back the growth story now comes down to a single tally. The €39 offer only becomes binding if the 50%-plus-one threshold is met by the December deadline.