The acquisition clears its final hurdle with ASIC issuing a no-objection letter
Caterpillar cleared the final legal hurdle for its acquisition of ASX-listed RPMGlobal Holdings on February 3, 2026, securing Federal Court approval at $5.00 per share.
Justice Neskovcin approved the scheme of arrangement in Re RPMGlobal Holdings Limited (No 2) after shareholders delivered a resounding endorsement of the deal, with 99.88% of votes cast supporting the transaction and 96.90% of shareholders present backing the takeover.
The scheme allows Caterpillar Bid Co to acquire all shares in RPMGlobal. Shareholders will receive $5.00 for each share they hold. RPMGlobal will become a wholly-owned Caterpillar subsidiary and delist from the ASX when the transaction completes on its anticipated February 18, 2026 implementation date.
The December 19, 2025 scheme meeting, convened at Baker McKenzie's Brisbane offices and online through Computershare's platform, drew significant shareholder participation. The meeting attracted 56.94% of RPMGlobal's total issued share capital, with nearly 11% of eligible shareholders casting votes.
Those turnout figures exceeded RPMGlobal's recent annual general meeting participation rates by a considerable margin. The company's 2025 AGM drew just 4.23% of voters representing 54.818% of eligible shares, while the 2024 AGM attracted only 3.13% of voters representing 52.56% of eligible shares.
RPMGlobal's entire board threw its weight behind the transaction, recommending shareholders vote in favor and committing to vote their own holdings to support the deal. An independent expert concluded the scheme was fair and reasonable and therefore in shareholders' best interests.
The Australian Securities and Investments Commission issued a no-objection letter on February 2, 2026, confirming it would not oppose the scheme under section 411(17)(b) of the Corporations Act 2001.
Justice Neskovcin granted RPMGlobal an exemption from section 411(11) of the Corporations Act, which normally requires companies to attach court approval orders to every copy of their constitution. The judge found the exemption appropriate since the scheme does not alter RPMGlobal's constitution or shareholder rights, and the requirement serves no purpose once Caterpillar assumes full ownership.
No shareholder or other person appeared at the approval hearing to object to the scheme.
