Terex Corporation (NYSE:TEX) entered into a definitive merger agreement to acquire REV Group, Inc. (NYSE:REVG) for $3.2 billion on October 29, 2025. REV Group shareholders will receive, for each REV Group share, 0.9809 of a share of the combined company and $8.71 in cash. 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. Upon termination of the Merger Agreement under specified conditions, such as entering a superior proposal or a board's change of recommendation, the responsible party must pay a $128 million termination fee, with a cap of one fee per party. Following the close, the board of the combined company will consist of 12 directors, of which 7 will be from the Terex board and 5 from the REV Group board.

The transaction is unanimously approved by the Boards of Directors of both companies. The transaction is subject to approval by both companies? shareholders, required regulatory clearance, listing approval and satisfaction of other customary closing conditions. The transaction is expected to close in the first half of 2026. As of January 28, 2026, Terex Corporation and REV Group, Inc. each received the necessary stockholder approval to complete the merger. The companies expect to close the transaction in the first week of February 2026, subject to the satisfaction or waiver of the remaining closing conditions.

Barclays Capital Inc. act as financial, fairness opinion provider to Terex Corporation and will receive a fee of $4 million for opinion rendered and $16 million for advisory services, Philip Richter, Colum J. Weiden of Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP act as legal advisor for Terex Corporation. J.P. Morgan Securities LLC act as financial, fairness opinion advisor to REV Group, Inc and will receive a fee of $3 million for opinion rendered, James P. Dougherty, Evan Rosen, Derek Dostal, Malik M. Khalil, Kyoko Takahashi, Kara L. Mungovan, Nikolaus Caro, Howard Shelanski, Matthew Yeowart, Michael Comstock of Davis Polk & Wardwell LLP with offices in the US and London act as legal advisors for REV Group, Inc. Innisfree M&A Incorporated acted as proxy solicitor to Terex and will receive a fee of $0.15 million. Georgeson LLC acted as proxy solicitor to REV Group and will receive a fee of $0.02 million. Equiniti Trust Company, LLC acted as transfer agent to Terex.