The 4 common traits of small-cap takeovers (and our top 8 targets for 2025) - Ben Richards | Livewire
RPMGlobal (ASX: RUL)
RPMGlobal offers a comprehensive enterprise platform with 30 integrated products covering the entire mining lifecycle, from design and planning to equipment management, ESG, and financial optimization, making it a "one-stop shop" for the industry. Its flagship AMT equipment management software, which accounts for 36% of ARR, dominates the market, servicing 9 of the top 10 global mining companies and major blue-chip clients like BHP, South32, Mineral Resources, and Pilbara Minerals. Additionally, RPMGlobal extends its reach by catering to mining services providers like Worley and OEMs, with ~70% of major equipment companies such as Hitachi relying on AMT.
We bought RUL shares at the inception of the Seneca Australian Small Companies Fund with an average price around $2.00. We thought it was highly likely that RUL will get taken over at some stage. We still think that's the case, despite the share price rally.
Synergies:
Acquiring RPMGlobal offers buyers in complementary industries—such as mining equipment, ERP, or geospatial technology—the opportunity to integrate its comprehensive solutions into their platforms. This not only enhances their product offerings but also creates significant cross-selling opportunities for mining-specific tools like scheduling, simulation, and maintenance optimization software, leveraging existing customer networks for expanded reach and revenue growth.
The acquisition could also unlock cost savings through streamlined operations. By optimizing R&D efforts, buyers can eliminate duplication and leverage RPMGlobal’s expertise in mining software. Shared infrastructure, such as data centres and cloud services, could reduce costs further, while aligning sales and marketing teams would enable more effective promotion of a unified product suite and deeper market penetration.
In addition to operational efficiencies, there are strong revenue synergies. Buyers can cross-sell RPMGlobal’s products into their existing customer bases, and vertical integration opportunities—such as bundling mining equipment or ERP systems with RPMGlobal’s software—would enhance customer value while creating long-term competitive advantages.
Scarcity:
RPMGlobal has spent over a decade building and acquiring a comprehensive suite of mining software products, establishing a market-leading position that would be nearly impossible to replicate from scratch. Its extensive network of major mining customers—including industry giants like BHP, Rio Tinto, Mineral Resources, Newmont, and Anglo American—provides a significant competitive moat. The company’s transition from upfront software licenses to a recurring subscription-based revenue model further enhances its attractiveness, delivering predictable and defensive cash flows.
Now entering the cash flow harvesting phase, RPMGlobal presents an appealing opportunity for financial investors seeking stability and scalability. The recurring nature of its revenue, coupled with its entrenched relationships across the global mining industry, positions RUL as a scarce and highly valuable asset in the mining technology space.
Gettable:
CEO Richard Matthews has consistently stated that RPMGlobal has been "built to sell," with a preference for a strategic buyer willing to pay a premium for synergies and exclusivity. Matthews, who owns ~3% of the company (~6.735 million shares valued at ~$21 million), is aligned with shareholders in securing a strong price in any deal. With extensive experience in M&A, Matthews has successfully sold ~50 businesses, including Mincom for A$315m in 2007 (delivering a 52% CAGR over three years) and eServGlobal’s US division for A$113.4m in 2010, far exceeding the company’s market cap and generating a 97% return in one year. Matthews’ track record and clear alignment make RPMGlobal well-positioned for a high-value sale to a strategic acquirer.
Cheap:
We analysed 23 comparable software transactions, which have traded at an average EV/EBITDA multiple of 27.9x. On a like-for-like basis, RUL trades at ~21x, reflecting a 25% discount to peers due to its conservative accounting practice of expensing R&D costs, unlike most peers that capitalize these expenses.
Focusing on the most comparable transactions in the mining software space, Sandvik acquired Deswik, a mine planning software provider, at an estimated EV/EBITDA multiple of 28-32x. Similarly, mine modelling software company Micromine was nearly acquired by AspenTech in 2022 for $900m, equating to an estimated 30x EV/EBITDA, aligning with broader industry benchmarks.
With growth supported by recently signed global framework agreements with major miners—enabling streamlined product rollouts across multiple sites—and the mining sector's strong performance, RUL is positioned to attract significant interest from corporate acquirers. Additionally, as growth and operating leverage become increasingly evident over the next 2-3 years, we believe RUL’s valuation premium could rise.
In the event of a takeover, we estimate ~40% upside potential for the stock.
Who might buy it?
RPMGlobal is most likely to attract interest from strategic buyers willing to pay a premium for synergies, exclusivity, and cost-saving opportunities. Logical candidates include large software vendors like SAP and Aspentech, which could integrate RPMGlobal into their distribution networks. Mining equipment manufacturers such as Caterpillar, Komatsu, and Hitachi, which have already white-labelled RPMGlobal’s simulation software, could benefit from exclusivity and enhanced integration through an acquisition.
Mining-focused technology companies like Epiroc or ASX-listed Imdex (ASX: IMD) may also find RUL appealing, leveraging its strong recurring revenue base (~80%) and potential for revenue synergies. Orica (ASX: ORI), a leader in mining explosives, is another potential buyer, given its recent acquisitions in mine technology and demonstrated interest in expanding its digital footprint. Lastly, private equity or other strategic investors could see RPMGlobal as a platform for further consolidation in the mining tech space.
Why now / what's the catalyst?
We believe the mining sector is set to experience an upswing, creating favourable conditions for RPMGlobal (RUL). The company is also at a profitability inflection point, with impressive incremental profit margins of 47% in FY24—a figure that continues to improve, further highlighting its strong operational leverage and growth potential.