REV Group (REVG) investor relations material

Deal rationale and strategic fit

• Merger creates a large-scale, U.S.-centric specialty equipment manufacturer with leading, complementary brands and a diversified, resilient portfolio focused on essential services, infrastructure, and environmental solutions.

• Focus on low-cyclical, growing end markets such as emergency vehicles, waste, utilities, and materials processing, with 85% of revenue from North America.

• Strategic transformation includes exit from the Aerial segment to reduce cyclicality and concentrate on core growth areas.

• Enhanced scale and financial strength position the combined entity for long-term secular growth, innovation, and shareholder value creation.

• Complementary operations, management systems, and channels are expected to unlock significant synergies and value for stakeholders.

Financial terms and conditions

• Stock and cash transaction: REV shareholders receive 0.9809 Terex shares and $8.71 cash per REV share, totaling $425 million in cash consideration.

• Terex shareholders will own 58% and REV shareholders 42% of the combined company.

• Combined equity value is ~$7 billion and enterprise value is ~$9 billion.

• Combined company will trade under the TEX ticker on the NYSE, with a board comprising 7 Terex and 5 REV directors.

• Expected completion in the first half of 2026, subject to customary closing conditions and approvals.

Synergies and expected cost savings

• At least $75 million in annual run-rate synergies targeted by 2028, with about 50% expected within 12 months post-closing.

• Synergies to be driven by corporate cost reductions, procurement scale, supply chain efficiencies, and operational best practice sharing.

• Additional value creation expected from extending digital platforms and leveraging combined manufacturing footprints.