Terex, REV Group to merge in stock and cash transaction

Terex (TEX) and REV Group (REVG) announced that they have entered into a definitive merger agreement to merge in a stock and cash transaction to form a leading specialty equipment manufacturer. Combining the complementary portfolios will unlock significant value-creating synergies totalling $75 million of run-rate value in 2028 with approximately 50% achieved 12 months after closing. Both Terex and REV Group have demonstrated their ability to successfully execute large integrations and deliver expected synergy value. Terex also announced that it will initiate a process to exit its Aerials segment, including the assessment of a potential sale or spin-off. Upon closing of the Merger, Terex CEO, Simon Meester, will serve as President & Chief Executive Officer of the combined company, supported by a proven management team that reflects the strengths and capabilities of both organizations. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, REV Group shareholders will receive, for each REV Group share, 0.9809 of a share of the combined company and $8.71 in cash ($425 million in total). Upon closing, Terex shareholders will own approximately 58%, while REV Group shareholders will own approximately 42%, of the combined company’s fully diluted shares on a pro forma basis. Following the close, the combined company will continue to be traded on the NYSE under the symbol TEX. Both parties expect to pay dividends in the ordinary course of business through closing. The combined company is expected to have approximately $7.8 billion in net sales and an attractive combined Adjusted EBITDA margin of approximately 11% as of year-end 2025 excluding benefit of synergies. It is estimated that at closing the combined company would have a net debt to trailing twelve-month pro forma Adjusted EBITDA ratio of approximately 2.5x including run-rate synergies of $75 million, with the opportunity to de-lever further post-Aerials exit. The exchange ratio and the closing share prices for Terex and REV Group as of October 28, 2025 represent an implied total enterprise value of the combined company of approximately $9 billion. Excluding Aerials and including $75 million of synergies, it is estimated that the combined company would have an even stronger pro forma Adjusted EBITDA margin of approximately 14% for 2025. The transaction is expected to close in the first half of 2026, subject to approval by both companies’ shareholders, required regulatory clearance, and satisfaction of other customary closing conditions.