Regulatory Hurdles Ahead as Caterpillar Targets RPMGlobal Acquisition

• Caterpillar to acquire 100% of RPMGlobal via Scheme of Arrangement
• Offer price of $5.00 per share, a 32.6% premium to pre-announcement price
• Transaction valued at approximately $1.1 billion enterprise value
• Unanimous recommendation from RPM Board, subject to Independent Expert opinion
• Deal subject to FIRB, ACCC, Court, and shareholder approvals

A Strategic Acquisition in Mining Technology

RPMGlobal Holdings Limited (ASX – RUL), a leader in mining software solutions, has entered into a definitive agreement to be acquired by Caterpillar Inc., a global powerhouse in mining equipment and technology. The acquisition will be executed through a Scheme of Arrangement, under which RPM shareholders will receive $5.00 cash per share. This price represents a substantial 32.6% premium to RPM’s closing share price before the initial proposal was announced.

The deal values RPM at an enterprise value of approximately $1.048 billion, reflecting Caterpillar’s commitment to expanding its footprint in mining software and technology. The transaction is the result of extensive negotiations and is unanimously recommended by the RPM Board, contingent on the absence of a Superior Proposal and a positive assessment from an Independent Expert.

Terms and Conditions of the Scheme

The acquisition is structured as a Scheme of Arrangement, a common mechanism in Australian corporate transactions, requiring approval from RPM shareholders, the Federal Court of Australia, and regulatory bodies including the Foreign Investment Review Board (FIRB) and the Australian Competition and Consumer Commission (ACCC). The Scheme is expected to be implemented in the first quarter of 2026, following a shareholder meeting anticipated in December 2025.

Key conditions include no material adverse changes to RPM’s business, regulatory consents, and the Independent Expert maintaining that the Scheme is in the best interests of shareholders. The agreement also includes customary exclusivity provisions, break fees of $10 million payable under certain circumstances, and detailed obligations for both parties to facilitate a smooth transition.

Leadership Perspectives and Strategic Rationale

Stephen Baldwin, Chairman of RPM, highlighted the strategic fit, noting Caterpillar’s global reach and resources as a platform to accelerate RPM’s growth and innovation in mining software. CEO Richard Mathews reflected on RPM’s transformation over the past decade into a global leader in mining technology, expressing optimism about the opportunities the acquisition will unlock.

From Caterpillar’s side, Denise Johnson, Group President of Resource Industries, emphasized the complementary nature of RPM’s software solutions, particularly in asset and fleet management and autonomy, aligning with Caterpillar’s focus on customer-centric innovation in mining operations.

Next Steps and Market Implications

RPM shareholders are advised that no immediate action is required. The process will proceed through regulatory reviews and shareholder voting, with the potential for the transaction to reshape the mining software landscape by integrating RPM’s expertise with Caterpillar’s global infrastructure. Market participants will be watching closely for regulatory outcomes and any competing proposals that may emerge during the exclusivity period.

Bottom Line?

As Caterpillar moves to integrate RPMGlobal’s mining software capabilities, investors await regulatory green lights and shareholder endorsement to confirm this $1.1 billion strategic acquisition.

Questions in the middle?

• Will regulatory bodies approve the acquisition without imposing conditions?
• Could a Superior Proposal emerge to challenge Caterpillar’s offer?
• How will Caterpillar integrate RPM’s technology and personnel post-acquisition?