FIRB Approval Delay Clouds RPMGlobal-Caterpillar Deal Despite Strong Shareholder Support
RPMGlobal shareholders convened on 19 December 2025 to vote on Caterpillar's $5.00 per share acquisition proposal, with strong board support and regulatory hurdles nearing resolution.
- Scheme meeting held on 19 December 2025 with hybrid attendance
- Unanimous RPM Board recommendation to approve $5.00 per share acquisition
- No superior proposals emerged; independent expert endorses scheme
- ACCC clearance granted; FIRB approval extended to 15 January 2026
- Scheme implementation expected by 18 February 2026 pending final approvals
Shareholder Meeting and Voting Outcome
On 19 December 2025, RPMGlobal Holdings Limited (ASX – RUL) held a pivotal scheme meeting to consider the proposed acquisition by Caterpillar Inc’s wholly owned subsidiary, Revolution HoldCo Pty Ltd. The meeting, conducted both in person in Brisbane and online, saw overwhelming support from shareholders, with proxies indicating nearly 99% voting in favour of the scheme resolution at $5.00 per share. The RPM Board, led by Chairman Steve Baldwin, unanimously recommended shareholders vote in favour, citing the attractive premium and certainty of value.
Regulatory Approvals and Conditions
The acquisition remains subject to several key conditions, including approval by the Federal Court of Australia and regulatory clearances. The Australian Competition and Consumer Commission (ACCC) has provided a written determination clearing the transaction, removing a significant hurdle. Meanwhile, the Foreign Investment Review Board (FIRB) has requested an extension to 15 January 2026 to complete its review, reflecting the transaction’s monetary value and the Christmas holiday period. This extension introduces some timing uncertainty but is a standard procedural step for deals of this scale.
Strategic Implications for RPMGlobal
The acquisition by Caterpillar, a global leader in heavy equipment and mining solutions, aligns with RPMGlobal’s nearly 50-year history of delivering mining software innovations. The deal promises to combine RPM’s domain expertise with Caterpillar’s global reach and resources, potentially accelerating technology development and market penetration. For shareholders, the scheme offers immediate and certain cash value, mitigating risks associated with future market volatility or operational uncertainties.
Next Steps and Market Outlook
Following shareholder approval, RPMGlobal will seek the Federal Court’s sanction of the scheme and await FIRB’s final approval. If all conditions are met, the scheme is expected to become effective by 18 February 2026. Investors and market watchers will be closely monitoring the FIRB decision and any court developments, as well as the integration plans post-acquisition. The absence of any superior proposal to date suggests Caterpillar’s offer remains the definitive path forward for RPMGlobal.
Bottom Line?
With shareholder endorsement secured and regulatory clearances advancing, RPMGlobal’s acquisition by Caterpillar edges closer to completion, setting the stage for a new chapter in mining technology integration.
Questions in the middle?
- Will FIRB approval be granted without additional conditions or delays?
- How will Caterpillar integrate RPMGlobal’s software solutions into its broader mining portfolio?
- Could market conditions or competitor moves prompt any last-minute superior proposals?