Terex (TEX) 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 across resilient, low-cyclical, and growing end markets such as emergency vehicles, waste collection, utilities, and materials processing.

• The combination aims to reduce earnings cyclicality by exiting the aerial segment and focusing on essential services and infrastructure markets.

• Both companies have complementary operations, management systems, and cultures, enabling a strong strategic fit and value creation.

• The merger is a natural next step in both companies' transformation journeys, leveraging prior portfolio rationalizations and operational improvements.

• Strategic transformation aligns with recent divestitures and acquisitions to concentrate on core growth areas.

Financial terms and conditions

• Transaction structured as 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 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 under the Terex ticker (TEX) on the NYSE.

• Combined net sales expected to be $7.8 billion with an 11% Adjusted EBITDA margin for 2025, excluding synergies.

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

Synergies and expected cost savings

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

• Synergies to be realized through corporate consolidation, sourcing savings, operational best practices, public company cost savings, and go-to-market optimization.

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

• Excluding Aerials and including synergies, pro forma Adjusted EBITDA margin could reach 14% in 2025.

• Synergies expected to enhance competitiveness and reduce operating costs.