• RPM receives non-binding indicative proposal from Caterpillar Inc. to acquire all RPM shares and options for $5.00 cash per share
• RPM Board grants Caterpillar exclusivity to conduct confirmatory due diligence and negotiate binding scheme implementation deed
• Subject to no superior proposal, RPM Board intends to recommend the proposed transaction to shareholders

RPMGlobal Holdings Limited (ASX: RUL) today announced that it has entered into an Exclusivity Deed with Caterpillar Inc. (Caterpillar) following the receipt of a non-binding indicative proposal (Indicative Proposal) to acquire all of the ordinary RPM shares and options on issue for $5.00 cash per share, by way of a scheme of arrangement (Proposed Transaction). The receipt of the Indicative Proposal follows the Board's decision to run a structured process in response to increased inbound interest from global strategic buyers and financial sponsors. After careful consideration, the RPM Board unanimously agreed to grant a period of exclusivity to Caterpillar to facilitate its confirmatory due diligence process and enable the parties to negotiate a binding scheme implementation deed. Subject to the parties entering into a binding agreement and following completion 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 that the Proposed Transaction is in the best interests of RPM shareholders.