Terex (TEX) 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, utilities, and emergency vehicles.

• Strategic transformation aligns with recent divestitures and acquisitions, including a planned exit from the aerial segment to reduce exposure to cyclical markets.

• Complementary operations, management systems, and cultures are expected to unlock significant synergies, process excellence, and value creation.

• Combined U.S. manufacturing footprint and balanced portfolio position the company for domestic demand growth and less cyclical earnings.

• Both companies share a performance-based culture and similar operating systems, supporting integration and future growth.

Financial terms and conditions

• Merger structured as a stock and cash transaction: REV shareholders receive 0.9809 Terex shares and $8.71 cash per REV share, totaling $425 million; Terex shareholders will own 58% and REV shareholders 42% of the combined company on a fully diluted basis.

• Combined company to trade on NYSE under ticker 'TEX'.

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

• Pro forma revenue expected at $7.8 billion, with Adjusted EBITDA margin of 11% for 2025 (excluding synergies) and potential to reach 14% including synergies and aerial segment exit.

• Pro forma leverage at closing is expected to be approximately 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-closing.

• Synergies to be realized through corporate consolidation, procurement, operational best practices, and elimination of overlapping structures.

• Net synergy figure accounts for dis-synergies from the aerial segment exit.