REV Group (REVG) M&A Announcement summary

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, emergency vehicles, and environmental solutions.

• The combination leverages complementary operations, management systems, and channels, unlocking significant synergies and growth opportunities.

• Strategic transformation accelerates growth, profitability, and shareholder value creation, with a focus on exiting non-core segments such as the aerial segment.

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

Financial terms and conditions

• Transaction is a stock and cash deal: REV Group shareholders receive 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.

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

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

• Expected completion in the first half of 2026, subject to customary closing conditions, regulatory, and shareholder 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 will come from corporate consolidation, procurement scale, operational best practices, and go-to-market optimization.

• Net synergy estimates account for potential disynergies from the aerial segment exit.