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 and complementary brands, a diversified and balanced portfolio, and a focus on resilient, low-cyclical, and growing end markets such as emergency vehicles, environmental solutions, and materials processing.

• The combined company will generate 83–85% of revenue in North America and will exit non-core segments, including the aerial segment, to reduce cyclicality and enhance earnings predictability.

• Both companies share complementary operations, management systems, and cultures, supporting seamless integration and value creation.

• The merger accelerates strategic transformation, leveraging scale, operational excellence, and innovation for long-term growth.

Financial terms and conditions

• Transaction is a stock and cash deal: REV 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 shareholders 42% of the combined company.

• Combined equity value is ~$7 billion and enterprise value is ~$9 billion, with combined net sales expected to be $7.8 billion and an 11% Adjusted EBITDA margin for 2025, excluding synergies.

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

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

• Pro forma leverage expected at 2.5x, with further deleveraging possible after the aerial segment exit.

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-close.

• Synergies to come from corporate consolidation, procurement scale, operational best practices, and go-to-market optimization.

• Additional value expected from extending digital platforms and leveraging combined manufacturing and distribution networks.

• Synergy estimates are net of any disynergies from the aerial segment exit.