Global construction and mining equipment giant Caterpillar Inc. has launched a $1.1 billion takeover bid for mining software group RPMGlobal Holdings (ASX: RUL) in the wake of a spike in interest for the Brisbane-based company after offloading its advisory division earlier this year.
Caterpillar has put forward a non-binding indicative bid of $5 per share for RPM, a significant premium to the previous closing price, in the wake of the US group undertaking preliminary due diligence of the company’s operations.
RPM has revealed that the $63 million sale of its RPM Advisory Services to SLR Consulting Australia earlier this year had triggered a spike in “inbound interest from global strategic buyers and financial sponsors”.
“Throughout the process, RPM undertook a period of engagement and preliminary due diligence with interested parties, including Caterpillar,” says the company.
“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 FY26 released to the market on 26 August 2025.
“The process was designed to ensure all potential strategic alternatives were appropriately assessed and considered by the RPM board.”
Today’s takeover announcement pushed RPM’s shares to a high of $4.78 in early trade – still short of the proposed Caterpillar offer price.
The indicative offer of $5 per share is pitched at a 32.6 per cent premium to RPM’s last closing price of $3.77 per share last Friday.
RPM has agreed to grant Caterpillar a period of exclusivity to undertake “confirmatory due diligence” with a view to securing a binding scheme implementation deed to progress the takeover offer.
Critical to the deal is RPM’s annual recurring revenue (ARR) from its software solutions for the mining sector. The Caterpillar offer price represents 14.6 times the group's ARR of $71.8 million in FY25.
RPM notes in its annual FY25 results announced last week that of the $100.8 million in software sold during the year, only $6.3 million was recognised in the financial accounts.
At the end of June, the company had $200 million in pre-contracted, non-cancellable, recurring multi-year software revenue, which the company says will be recognised in future years - up $39.0 million or 24 per cent from the same time last year.
While RPM and Caterpillar have entered into a confidentiality agreement, the company says it will continue to keep the market informed of any material developments as required.
The company also notes that there is no certainty that a binding proposal will be received from Caterpillar following the group’s due diligence.
Shares in RPM were trading at $4.62 up 85c or 22.5 per cent, at 11.01am (AEST).
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