Terex Corporation and REV Group have entered into a definitive agreement to merge in a stock-and-cash transaction that will establish a diversified leader in emergency, waste, utilities, environmental and materials processing equipment.
For Terex Stockholders: Please contact Innisfree, Terex’s proxy solicitor, at (212) 750-5833 (banks and brokers) or (877) 800-5182 (stockholders and all others) with any questions about the voting process.
For REV Group Stockholders: Please contact Georgeson LLC, REV Group’s proxy solicitor, at (866) 989-6102 with any questions about the voting process.
Why Terex and REV Group are coming together
Strategic Growth Priorities
- Expanded portfolio
- Accelerate profitable growth
- New products, multiple channels
- Resilient end markets
- Low capital intensity
A Transformative New Chapter
- A win-win combination for all stakeholders
- $75M of readily achievable synergies
- Attractive leverage position
- Extensive U.S. manufacturing footprint
- Complementary operating systems and cultures
Transaction Details
Board Approval
Unanimous approval
The transaction has been unanimously approved by the Boards of Directors of both companies.
Expected Close
H1 2026
Expected close subject to satisfaction of customary closing conditions including stockholder and regulatory approvals.
Compelling Value
Shares + cash
REV Group stockholders to receive 0.9809 Terex shares and $8.71 in cash consideration per share owned.
Combined Company Ownership
58%/42% split
Terex stockholders to own ~58% and REV Group stockholders to own ~42% of the combined company's fully diluted shares.
Portfolio Overview
Well-positioned in resilient markets with attractive secular tailwinds
Specialty Vehicles
Resilient end markets underpinned by municipal tax receipts
Waste & Recycling
Essential service with technology and digital solutions accelerating growth
Infrastructure
Sustained growth in public sector investment in the United States, Europe and other markets
Utilities
Critical infrastructure underpinned by secular growth tailwinds
FAQs
Why are Terex and REV Group merging?
The combination will create a diversified leader in emergency, waste, utilities, environmental and materials processing equipment with attractive end markets characterized by low cyclicality, resilient demand and long-term growth. With a substantial U.S. manufacturing footprint, the combined organization will be well-positioned to benefit from domestic demand growth.
What will be the strategy of the combined company moving forward? What growth areas do you anticipate focusing on?
By combining our complementary portfolios and leveraging our collective strengths, we are creating a large-scale, diversified industrial leader well-positioned to capitalize on long-term secular growth trends. The transaction will unlock significant value for both Terex and REV Group stockholders and creates exciting opportunities for our employees and customers by strengthening our ability to invest in the combined business, innovate and deliver quality solutions.
What will differentiate the combined company from its competitors?
As a combined company, Terex and REV Group will offer a diversified portfolio of emergency, waste, utilities, environmental and material processing equipment with attractive end markets characterized by low cyclicality, resilient demand and long-term growth profiles. With Terex’s decision to exit its Aerials segment, the combined company will also benefit from a more focused portfolio.
Will this impact either company’s manufacturing footprint?
The strength of our combined U.S. manufacturing footprint is a crucial part of the rationale for bringing these two complementary businesses together. Upon completion of the merger, both companies’ brands will continue to operate independently as they do now, maintaining their leadership and unique identities while benefiting from the scale and resources of the combined company.
Who will lead the combined company?
Upon closing of the Merger, Terex's 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.
When is the transaction expected to close and what approvals are required?
The transaction is expected to close in the first half of 2026, subject to approval by both companies' stockholders, required regulatory clearance, and satisfaction of other customary closing conditions.
What are the proposals that REV Group stockholders are voting on?
- Merger proposal. A proposal to adopt the Merger Agreement and approve the merger with Terex.
- Advisory compensation proposal. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to REV Group’s named executive officers in connection with the transaction.
- Adjournment proposal. A proposal to approve the adjournment or postponement of the REV Group special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger proposal.
What are the proposals that Terex stockholders are voting on?
- Stock issuance proposal. A proposal to approve the issuance of shares of Terex common stock to holders of REV common stock pursuant to the merger agreement.
- Adjournment proposal. A proposal to approve the adjournment of the Terex special meeting to solicit additional proxies if there are not sufficient votes at the time of the Terex special meeting to approve the Terex stock issuance proposal.
When should I vote my shares?
Please vote as promptly as possible, whether or not you expect to attend the Terex or the REV Group special meeting via the applicable special meeting website.
How do I vote my shares?
- If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by the bank, broker or other nominee.
- If you hold shares in your own name, you will receive a proxy card with instructions for voting. Please submit a proxy to have your shares voted as promptly as possible by:
- visiting the website address shown on your proxy card and following the instructions to vote online; OR
- dialing the toll-free number shown on your proxy card and following the instructions to vote by telephone; OR
- completing, dating, signing and returning your proxy card in the postage-paid envelope provided.
NOTE: Submitting a proxy will not prevent you from voting at a special meeting via a special meeting website. Any stockholder who is present at a special meeting via a special meeting website may vote, thereby revoking any previously submitted proxy.
You are strongly encouraged to read in its entirety the joint proxy statement/prospectus for all information related to the proposals.
How does the REV Group Board of Directors recommend stockholders vote?
The REV Group Board recommends that REV stockholders vote “FOR” the merger proposal, “FOR” the advisory compensation proposal, and “FOR” the adjournment proposal.
How does the Terex Board of Directors recommend Terex stockholders vote?
- The Terex Board unanimously recommends that holders of Terex common stock vote “FOR” the stock issuance proposal and for “FOR” the adjournment proposal.
Who can I go to with questions about the voting process?
- For REV Group stockholders: Please contact Georgeson LLC, REV Group’s proxy solicitor, at (866) 989-6102 with any questions about the voting process.
- For Terex stockholders: Please contact Innisfree, Terex’s proxy solicitor, at (212) 750-5833 (banks and brokers) or (877) 800-5182 (stockholders and all others) with any questions about the voting process.