Terex (TEX) 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 portfolio across emergency, waste, utilities, environmental, and materials processing equipment.

• Focus on resilient, low-cyclical, and growing end markets, with enhanced exposure to infrastructure, utilities, and emergency vehicles.

• Strategic transformation aligns with both companies' recent divestitures and acquisitions, including plans to exit the Aerial segment to reduce cyclicality.

• Both companies share complementary operating systems, performance-based cultures, and management systems, supporting integration and future growth.

• Combined U.S. manufacturing footprint positions the company to benefit from domestic demand growth.

Financial terms and conditions

• The transaction is a stock and cash deal, with REV Group shareholders receiving 0.9809 shares of the combined company and $8.71 in cash per share, totaling $425 million.

• Terex shareholders will own 58% and REV Group shareholders 42% of the combined company on a fully diluted basis.

• Combined equity value is approximately $7 billion and enterprise value is approximately $9 billion at announcement.

• The combined company will trade on the NYSE under the ticker 'TEX' and have a board with 7 Terex and 5 REV Group directors.

• Expected completion is in the first half of 2026, subject to customary regulatory and shareholder approvals.

Synergies and expected cost savings

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

• Synergies will come from consolidating corporate activities, sourcing savings, operational best practice sharing, and go-to-market optimization.

• Synergies expected to enhance competitiveness, reduce operating costs, and improve pro forma Adjusted EBITDA margin to 14% in 2025, excluding Aerials.