Terex Corporation and REV Group have entered into a definitive merger agreement to merge in a stock and cash transaction to form a specialty equipment manufacturer.
According to a press release, the merger would create a diversified manufacturer serving emergency response, waste, utilities, environmental services, and materials processing equipment. They added that the combined organization would have a substantial U.S. manufacturing footprint to meet domestic demand.
The companies expect $75 million in annualized benefits in 2028, with about half achieved 12 months after closing. Terex also announced that it will initiate a process to exit its Aerials segment, including the assessment of a potential sale or spin-off.
Company-Stated Rationale and Expected Effects:
Portfolio: The companies plan for the combined business to offer a broader range of specialty equipment for emergency response, waste, utilities, environmental services, and materials processing. These were described as markets with steady demand.
Financing and liquidity: According to the release, the combination is expected to provide greater financial flexibility, including a targeted leverage profile, lower capital needs, and higher free cash flow to fund growth while maintaining discipline.
Scale and growth: The companies expect the deal to increase scale and create additional avenues for expansion by combining complementary capabilities.
Projected annualized improvements: The companies forecast $75 million in run-rate cost reductions and revenue gains by 2028, with about half realized within 12 months after closing.
More on the Merger Agreement
Under the terms of the agreement, 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 a 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.
Corporate Governance
Following the close, the board of the combined company will consist of 12 directors, of which seven will be from the Terex board and five from the REV Group board.
Timing & Approvals
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.
