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Caterpillar recommends rejection of mini-tender offer by TRC Capital

Caterpillar Inc. said that it has been notified of an unsolicited "mini-tender" offer, made by TRC Capital Corporation, a private Canadian investment company, to purchase up to 1,750,000 shares of Caterpillar's common stock, which represent approximately 0.27% of the shares of common stock outstanding. Stockholders are cautioned that TRC Capital's unsolicited "mini-tender" offer price of $58.25 per share is approximately 3.86% below the $60.59 per share closing price of Caterpillar's common stock on December 22, 2006, the last full trading day before the offer was commenced. The offer price is also 5.06% lower than the $61.33 per share closing price of Caterpillar's common stock on December 29, 2006, the last full trading day of the common stock.

Caterpillar strongly recommends against stockholders tendering shares in response to this unsolicited offer. Caterpillar is not affiliated in any way with TRC Capital, the offer or the offer documentation.



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