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:
- 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
- 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):
Event
|
Date
|
Voluntary Sales
facility
|
Beginning of the
voluntary sales facility
|
May 3, 2024
|
End of the voluntary
sales facility
|
May 16, 2024
|
End of the
centralization by Société Générale
|
May 22, 2024
|
Sale on the NYSE of the
CAT Euronext Shares tendered in the voluntary sales
facility
|
Beginning May 23,
2024
|
Settlement of the
proceeds of the sale to the relevant financial
institutions
|
As soon as possible
after receipt of the proceeds of the sale
|
Delisting
|
Last day of trading of
the Company's shares on Euronext Paris
|
May 27, 2024
|
Delisting of the
Company's shares from Euronext Paris
|
May 28, 2024
|
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.