RPMGlobal Holdings Limited has entered into an Exclusivity Deed with Caterpillar Inc following the receipt of a non-binding indicative proposal to acquire all of the ordinary RPM shares and options on issue for A$5/share or approximately A$1.12 billion ($733 million) in equity value, by way of a scheme of arrangement.
The receipt of the Indicative Proposal follows the Board’s decision to run a structured process, which was initiated in response to the receipt of inbound interest from global strategic buyers and financial sponsors that increased in the period following completion of the divestiture by the company of its Advisory division on
April 2, 2025 (to SLR Consulting).
This left the company with its software business, which is focused on improving customers’ decision-making process across mine design, scheduling, simulation, haulage, operations, asset management and finance.
Throughout the process, RPM undertook a period of engagement and preliminary due diligence with interested parties, including Caterpillar. Following this engagement, Caterpillar submitted the Indicative Proposal. As part of the preliminary due diligence process, RPM provided parties access to a range of materials on the business, including management’s guidance for the 2026 financial year released to the market on August 26. The process was designed to ensure all potential strategic alternatives were appropriately assessed and considered by the RPM Board.
RPM says it has been advancing the global mining industry through the provision of innovative software solutions and deep domain expertise for more than 50 years. The company brings together its technology and professional development services to support mining clients extract more value at every stage of the mining lifecycle. In partnership with the industry, RPM says it has delivered safer, cleaner and more efficient operations in over 125 countries.
After careful consideration, the RPM Board unanimously agreed to grant a period of exclusivity to facilitate Caterpillar’s confirmatory due diligence process and to enable the parties to negotiate in good faith, in parallel with due diligence, a binding scheme implementation deed (SID) to implement the Proposed Transaction.
The Indicative Proposal of A$5/share implies an Enterprise Valuation of A$1.05 billion and represents a 32.6% premium to the last closing price of A$3.77 per share on August 28, 2025.
Subject to the parties entering into a binding SID on terms consistent with the Indicative Proposal and following completion by Caterpillar of confirmatory due diligence, the RPM Board intends to recommend the Proposed Transaction to RPM shareholders and to vote any RPM shares they hold in favour of the Proposed
Transaction. The intended recommendation will be subject to no superior proposal being received, and an independent expert concluding (and continuing to conclude) that the Proposed Transaction is in the best interests of RPM shareholders.
