Prnewswire·2025-10-30 11:00Core Viewpoint - Terex Corporation and REV Group have entered into a definitive merger agreement to create a leading specialty equipment manufacturer, enhancing their market position and operational capabilities [1][2][4]. Strategic Rationale and Transaction Benefits - The merger will form a diversified leader in emergency, waste, utilities, environmental, and materials processing equipment, characterized by low cyclicality and resilient demand [2][6]. - The combined organization is expected to unlock significant synergies totaling $75 million in run-rate value by 2028, with approximately 50% of these synergies achieved within 12 months post-closing [3][7][16]. - Terex plans to exit its Aerials segment, further reducing exposure to cyclical markets and enhancing the overall growth profile of the combined company [3][10][16]. Financial Overview - The combined company is projected to have approximately $7.8 billion in net sales and an Adjusted EBITDA margin of around 11% as of year-end 2025, excluding synergies [10]. - The merger implies a total enterprise value of approximately $9 billion, with a net debt to trailing twelve-month pro forma Adjusted EBITDA ratio of about 2.5x, including the anticipated synergies [10][9]. - Excluding the Aerials segment and including the $75 million of synergies, the pro forma Adjusted EBITDA margin is estimated to be approximately 14% for 2025 [10]. Corporate Governance - Post-merger, the board of the combined company will consist of 12 directors, with 7 from Terex and 5 from REV Group [11]. Timing & Approvals - The transaction is expected to close in the first half of 2026, pending shareholder approval and regulatory clearance [12].