Caterpillar, Inc. CAT

IRVING, Texas, April 29, 2024 /PRNewswire/ -- Caterpillar Inc. (NYSE: CAT – Euronext Paris: CATR) (the "Company" or "Caterpillar") today announced that, following a comprehensive review of the significantly low trading volume, costs and administrative requirements related to the listing of its common stock (ISIN US1491231015) on exchanges other than the New York Stock Exchange ("NYSE"), it requested the voluntary delisting of its shares from the regulated market of Euronext in Paris ("Euronext Paris"). This request has been approved by the Board of Directors of Euronext Paris S.A.

In addition, Caterpillar also plans on applying for the delisting of its shares from the SIX Swiss Exchange and anticipates such delisting will be effective prior to the end of 2024.

Following the delistings from Euronext Paris and the SIX Swiss Exchange, the common stock of Caterpillar will remain traded on the NYSE, Caterpillar's primary listing exchange.

Holders of Caterpillar shares traded on Euronext Paris and held through the facilities of Euroclear France (the "CAT Euronext Shares") will have the following options:

1. Keep their CAT Euronext Shares. Shareholders will be able to trade on Euronext Paris through and including the trading day prior to the delisting date and only on the NYSE thereafter through the facilities of The Depositary Trust Company ("DTC"), subject to the terms applied by their financial intermediary and their custody arrangements; or
2. Participate in a voluntary sales facility (described below) to sell all or a portion of their CAT Euronext Shares on the NYSE, in accordance with the rules and regulations of Euronext Paris.

Procedure of the Voluntary Sales Facility

Shareholders wishing to sell their CAT Euronext Shares on the NYSE via the voluntary sales facility should ask their financial intermediary to deliver their CAT Euronext Shares from May 3, 2024 to May 16, 2024 (inclusive) to Société Générale. Société Générale will be acting as the centralizing agent appointed by the Company for the sales facility, following the procedure described in a Euronext notice, which is expected to be published on April 30. 

The CAT Euronext Shares tendered to Société Générale will be sold beginning May 23 on the NYSE at the market price prevailing at the time of the sale. Société Générale, with the assistance of its broker, will calculate the average sale price of the CAT Euronext Shares sold during the sales period and transfer the sale proceeds (which will be converted into euros from U.S. dollars by Société Générale) to the participating shareholders once it receives the funds from its designated broker. 

Caterpillar will pay the centralization and brokerage fees and any applicable foreign exchange commission in connection with the sale on the NYSE of the CAT Euronext Shares sold pursuant to the voluntary sales facility.

Please note that no guarantee can be given by the Company or by Société Générale as to the price at which the CAT Euronext Shares tendered pursuant to the voluntary sales facility will actually be sold. This process is being provided solely as an accommodation to holders of CAT Euronext Shares.

Holders of CAT Euronext Shares may decide not to participate in the voluntary sales facility or may decide not to take any action, in which case no guarantee can be given to them on the terms that will be applied by their financial intermediary after the delisting from Euronext Paris. Shareholders are urged to consult their own investment advisors before making a decision to participate or not in this process. 

The calendar for the sales facility and the delisting of the shares from Euronext Paris is as follows (it being specified that the Company reserves the right to amend this calendar):

Shareholders participating in the voluntary sales facility are reminded that they acknowledge and accept the risks related to the change in the share market price and/or applicable foreign exchange rates between the date on which their CAT Euronext Shares are delivered to Société Générale for participation in the voluntary sales facility and the receipt of the applicable average sale proceeds. All tenders of CAT Euronext Shares under the voluntary sales facility will be irrevocable.

Shareholders not participating in the voluntary sales facility may continue to trade their CAT Euronext Shares on Euronext Paris until and including May 27, 2024, under the usual terms and conditions of their broker.

The Company's shares will be delisted from Euronext Paris on May 28, 2024.

Holders of CAT Euronext Shares may request any additional information from their custodian and usual financial intermediary, who have received the details of the delisting. 

About Caterpillar

With 2023 sales and revenues of $67.1 billion, Caterpillar Inc. is the world's leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. For nearly 100 years, we've been helping customers build a better, more sustainable world and are committed and contributing to a reduced-carbon future. Our innovative products and services, backed by our global dealer network, provide exceptional value that helps customers succeed. Caterpillar does business on every continent, principally operating through three primary segments – Construction Industries, Resource Industries and Energy & Transportation – and providing financing and related services through our Financial Products segment. Visit us at caterpillar.com or join the conversation on our social media channels at caterpillar.com/en/news/social-media.html.

Caterpillar's latest financial results are also available online:

https://investors.caterpillar.com/overview/default.aspx

https://investors.caterpillar.com/financials/quarterly-results/default.aspx (live broadcast/replays of quarterly conference call)

Forward-Looking Statements

Certain statements in this press release relate to future events and expectations and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "forecast," "target," "guide," "project," "intend," "could," "should" or other similar words or expressions often identify forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance and speak only as of the date they are made, and we do not undertake to update our forward-looking statements.

Caterpillar's actual results may differ materially from those described or implied in our forward-looking statements based on a number of factors, including, but not limited to: (i) global and regional economic conditions and economic conditions in the industries we serve; (ii) commodity price changes, material price increases, fluctuations in demand for our products or significant shortages of material; (iii) government monetary or fiscal policies; (iv) political and economic risks, commercial instability and events beyond our control in the countries in which we operate; (v) international trade policies and their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff rates; (vi) our ability to develop, produce and market quality products that meet our customers' needs; (vii) the impact of the highly competitive environment in which we operate on our sales and pricing; (viii) information technology security threats and computer crime; (ix) inventory management decisions and sourcing practices of our dealers and our OEM customers; (x) a failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures or divestitures; (xi) union disputes or other employee relations issues; (xii) adverse effects of unexpected events; (xiii) disruptions or volatility in global financial markets limiting our sources of liquidity or the liquidity of our customers, dealers and suppliers; (xiv) failure to maintain our credit ratings and potential resulting increases to our cost of borrowing and adverse effects on our cost of funds, liquidity, competitive position and access to capital markets; (xv) our Financial Products segment's risks associated with the financial services industry; (xvi) changes in interest rates or market liquidity conditions; (xvii) an increase in delinquencies, repossessions or net losses of Cat Financial's customers; (xviii) currency fluctuations; (xix) our or Cat Financial's compliance with financial and other restrictive covenants in debt agreements; (xx) increased pension plan funding obligations; (xxi) alleged or actual violations of trade or anti-corruption laws and regulations; (xxii) additional tax expense or exposure, including the impact of U.S. tax reform; (xxiii) significant legal proceedings, claims, lawsuits or government investigations; (xxiv) new regulations or changes in financial services regulations; (xxv) compliance with environmental laws and regulations; (xxvi) catastrophic events, including global pandemics such as the COVID-19 pandemic; and (xxvii) other factors described in more detail in Caterpillar's Forms 10-Q, 10-K and other filings with the Securities and Exchange Commission.

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SOURCE Caterpillar Inc.