Caterpillar to Buy 3i-Backed MWM Significantly Expanding Customer Options for Sustainable Power Generation Solutions

By Caterpillar Inc., PRNE
Thursday, October 21, 2010

PEORIA, Illinois and LONDON, October 22, 2010 - Caterpillar Inc. (NYSE: CAT) has signed an agreement to acquire MWM
Holding GmbH ("MWM" or the "Company") from 3i and funds managed by 3i.
Headquartered in Mannheim, Germany, MWM is a leading global supplier of
highly sustainable alternative engines.

With the acquisition of MWM, Caterpillar will significantly expand
customer options for sustainable power generation solutions. The total
transaction value amounts to euro 580 million (approximately US$810 million)
and will be paid in cash.

MWM, which stands for Motoren-Werke Mannheim, can draw on more than 135
years of experience in the development and optimization of combustion engines
for natural gas, special gases and diesel.

"MWM is recognized for its leading technology and product strength,
particularly for its highly efficient range of engines, combined heat and
power and trigeneration solutions capable of operating on a wide range of
gaseous fuels including natural gas, biogas, mine gas and industrial waste
gas," said Caterpillar CEO Doug Oberhelman. "This is a natural complement to
Caterpillar's existing diesel and gas power generation business and
demonstrates our commitment to continued investment in sustainable products
and industries," Oberhelman added.

"We are very pleased about the development MWM experienced over the last
three years. In close collaboration with the MWM management and its
employees, we developed and implemented a broad number of strategic and
operational improvement initiatives. We also made significant investments in
the Company's production facilities, research and development platform and
distribution network. Today, MWM has a highly skilled and motivated
workforce, best-in-class products as well as a very efficient sales
organization and production facilities," said Peter Wirtz, partner and
managing director of 3i Germany. "Beyond our accomplished mission of
transforming MWM's positioning, we strongly believe in the long-term success
of the Company under Caterpillar's ownership," Wirtz continued.

Following the repositioning of MWM over the three years since 3i's
investment in the company, 3i will recognize an internal rate of return in
excess of 25 percent and generate a 2.2x return on its investment.

"We highly appreciate 3i's support and believe that Caterpillar provides
the best prospects for the next step of our development, given its worldwide
network which will open up new distribution and growth opportunities to us,"
said Peter Grosch, chairman of MWM.

MWM will become part of Caterpillar's Electric Power Division (EPD),
which supplies natural gas and diesel generator sets and integrated power
systems involved in the generation, control and supply of electricity. EPD
operates in more than 50 locations around the world.

The integration of MWM will result in important synergies leveraging the
two companies' existing product ranges, advanced engine technologies,
research and development resources, manufacturing, distribution and customer
support capabilities.

"The gas engines industry is a great fit for Caterpillar's energy and
electric power systems business. Together with the two companies' premium
products, technology and global distribution network, our comprehensive
offerings will deliver sustainable power system solutions for our global
customers," said Bill Rohner, Caterpillar vice president with responsibility
for Electric Power.

The acquisition is expected to close in the coming months, pending final
regulatory approvals.

About Caterpillar:

For more than 85 years, Caterpillar Inc. has been making progress
possible and driving positive and sustainable change on every continent. With
2009 sales and revenues of US$32.396 billion, Caterpillar is the world's
leading manufacturer of construction and mining equipment, diesel and natural
gas engines, industrial gas turbines and diesel-electric locomotives. The
company also is a leading services provider through Caterpillar Financial
Services, Caterpillar Remanufacturing Services, Caterpillar Logistics
Services and Progress Rail Services. More information is available at:
www.cat.com.

About 3i:

3i is an international investor focused on Private Equity, Infrastructure
and Debt Management, investing in Europe, Asia and North America. Our
competitive advantage comes from our international network and the strength
and breadth of our business relationships. These underpin the value that we
deliver to our portfolio, shareholders and fund investors. More information
is available at: www.3i.com.

About MWM:

MWM GmbH is one of the world's leading providers of highly efficient and
sustainable energy generation plants. Based in Mannheim, Germany, the
enterprise can look back on more than 135 years of experience in the
development and optimization of combustion engines for natural gas, special
gases and diesel fuel. Understanding of the value chain, engineering
competence and innovative drive make MWM a reliable partner who develops and
produces solutions tailored to the individual needs of its customers. With
over 1,100 employees across 11 subsidiary companies worldwide, the company
has focused on ecologically progressive solutions for producing "renewable
energy". More information is available at: www.mwm.net.

Forward-Looking Statements

Certain statements in this press release relate to future events and
expectations and, as such, constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to known and unknown factors that may cause actual
results of Caterpillar Inc. to be different from those expressed or implied
in the forward-looking statements. Words such as "believe," "estimate," "will
be," "will," "would," "expect," "anticipate," "plan," "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
Caterpillar does not undertake to update its forward-looking statements.

It is important to note that actual results of the company may differ
materially from those described or implied in such forward-looking statements
based on a number of factors, including, but not limited to: (i) economic
volatility in the global economy generally and in capital and credit markets;
(ii) Caterpillar's ability to generate cash from operations, secure external
funding for operations and manage liquidity needs; (iii) adverse changes in
the economic conditions of the industries or markets Caterpillar serves; (iv)
government regulations or policies, including those affecting interest rates,
liquidity, access to capital and government spending on infrastructure
development; (v) commodity price increases and/or limited availability of raw
materials and component products, including steel; (vi) compliance costs
associated with environmental laws and regulations; (vii) Caterpillar's and
Cat Financial's ability to maintain their respective credit ratings, material
increases in either company's cost of borrowing or an inability of either
company to access capital markets; (viii) financial condition and credit
worthiness of Cat Financial's customers; (ix) material adverse changes in our
customers' access to liquidity and capital; (x) market acceptance of
Caterpillar's products and services; (xi) effects of changes in the
competitive environment, which may include decreased market share, lack of
acceptance of price increases, and/or negative changes to our geographic and
product mix of sales; (xii) Caterpillar's ability to successfully implement
Caterpillar Production System or other productivity initiatives; (xiii)
international trade and investment policies, such as import quotas, capital
controls or tariffs; (xiv) failure of Caterpillar or Cat Financial to comply
with financial covenants in their respective credit facilities; (xv) adverse
changes in sourcing practices for our dealers or original equipment
manufacturers; (xvi) additional tax expense or exposure; (xvii) political and
economic risks associated with our global operations, including changes in
laws, regulations or government policies, currency restrictions, restrictions
on repatriation of earnings, burdensome tariffs or quotas, national and
international conflict, including terrorist acts and political and economic
instability or civil unrest in the countries in which Caterpillar operates;
(xviii) currency fluctuations, particularly increases and decreases in the
U.S. dollar against other currencies; (xix) increased payment obligations
under our pension plans; (xx) inability to successfully integrate and realize
expected benefits from acquisitions; (xxi) significant legal proceedings,
claims, lawsuits or investigations; (xxii) imposition of significant costs or
restrictions due to the enactment and implementation of health care reform
legislation and proposed financial regulation legislation; (xxiii) changes in
accounting standards or adoption of new accounting standards; (xxiv) adverse
effects of natural disasters; and (xxv) other factors described in more
detail under "Item 1A. Risk Factors" in Part I of our Form 10-K filed with
the SEC on February 19, 2010 for the year ended December 31, 2009 and in Part
II of our Form 10-Q filed with the SEC on May 3, 2010 for the quarter ended
March 31, 2010. These filings are available on our website at
www.cat.com/sec_filings.

Europe: Switzerland: Eric Amstutz, Public Affairs, Geneva, Office: +41-22-849-4466, Mobile: +41-78-833-44-66, amstutz_eric_m at cat.com, or North America, Jim Dugan, Corporate Public Affairs, Office: +1-309-494-4100, Mobile: +1-309-360-7311, dugan_jim at cat.com, both of Caterpillar; or Germany, Austria, Simon Steiner, Office: +49-69-921874-65, Mobile: +49-172-30-68-688, ssteiner at heringschuppener.com, or United Kingdom, Isabel Unsworth, Office: +44-207-975-3190, isabel.unsworth at 3i.com, both for 3i

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