Caterpillar Inc. (NYSE:CAT) signed a non-binding indicative proposal to acquire RPMGlobal Holdings Limited (ASX:RUL) for AUD 1.1 billion on September 1, 2025. Caterpillar Inc. (NYSE:CAT) entered into Scheme Implementation Deed to acquire RPMGlobal Holdings Limited (ASX:RUL) on October 12, 2025. A cash consideration valued at AUD 5 per share will be paid by Caterpillar Inc. The break fee and reverse break fee has been set at AUD 10 million.

The transaction is subject to consummation of due diligence investigation and definitive agreement. Implementation of the Scheme is subject to regulatory approvals from the Foreign Investment Review Board (FIRB) and the Australian Competition and Consumer Commission (ACCC), and other customary conditions, including RPM shareholder approval, Court approval, and there being no Material Adverse Change. The RPM Board unanimously recommend that RPM shareholders vote in favour of the Scheme. The transaction is expected to close on February 4, 2026. Australian Competition and Consumer Commission approved the transaction on December 18, 2025. As of December 19, 2025, the deal was approved by the shareholders of RPMGlobal. As of January 22, 2026, Treasurer of the Commonwealth of Australia that the Commonwealth Government has no objection to the Scheme under the Foreign Acquisitions and Takeovers Act 1975 (Cth). Accordingly, the Foreign Investment Approval condition contained in the Scheme Implementation Deed has been satisfied. As of February 3, 2026, the acquisition was approved by the Federal Court of Australia.

Moelis Australia Securities Pty Ltd. acted as financial advisor for RPMGlobal Holdings Limited. Derek Pocock of Baker McKenzie LLP acted as legal advisor for RPMGlobal Holdings Limited. Peter Stirling of King & Wood Mallesons, Australia Branch acted as legal advisor to Caterpillar. J.P. Morgan Securities LLC is serving as Caterpillar's financial advisor for the transaction.

Caterpillar Inc. (NYSE:CAT) completed the acquisition of RPMGlobal Holdings Limited (ASX:RUL) on February 4, 2026.