425: REV Group Merger with Terex Nears Close, Stockholder Vote Set

REV Group provides an employee update on its proposed merger with Terex Corporation, confirming stockholder meetings and an expected closing date.

Summary

• REV Group's President and CEO, Mark Skonieczny, provided an update to employees on the proposed merger with Terex Corporation.
• Special Meetings of Stockholders for both REV Group and Terex are scheduled for January 28, 2026, to vote on the merger transaction.
• The transaction is expected to close shortly after these meetings, contingent on stockholder approval from both companies.
• Simon Meester, current President and CEO of Terex, will lead the combined company as CEO upon closing.
• The combined company's leadership will include executives from both organizations, with REV Group maintaining a strong voice.
• Integration planning is underway with a collaborative team from both REV Group and Terex, emphasizing a two-way integration approach.
• REV Group's U.S. manufacturing footprint and individual brands are expected to see little change post-merger.
• Until the closing, both companies will continue to operate separately, maintaining business as usual.

Sentiment

Score: 8

Explanation: The communication is highly positive and reassuring, focusing on the strategic benefits of the merger, the smooth progress towards closing, and the positive outlook for employees and the combined entity. While risks are disclosed as legally required, the overall tone is optimistic and confident.

Positives

• The merger is expected to strengthen the foundation for long-term success, supported by a complementary portfolio of specialty equipment businesses and a strong U.S. manufacturing base.
• Employees of the combined company will benefit from greater scale and capabilities, enhanced access to tools and support systems for innovation, and expanded career opportunities.
• The integration planning is described as collaborative, with Terex valuing REV Group's processes, ways of working, and cultural strengths.
• The REV team is expected to maintain a strong and influential voice in the new company's leadership structure.

Risks

• The possibility that the transaction may not close when expected or at all due to unreceived or unsatisfied shareholder approvals and other conditions.
• The risk that the benefits from the transaction, including synergies, may not be fully realized or may take longer than expected due to general economic and market conditions, interest and exchange rates, monetary policy, trade policy, laws and regulations, and competition.
• Any failure to promptly and effectively integrate the businesses of REV Group and Terex.
• The possibility that the transaction may be more expensive to complete than anticipated due to unexpected factors or events.
• Reputational risk and potential adverse reactions from customers, employees, or other business partners resulting from the announcement, pendency, or completion of the transaction.
• The risk that Terex's exploration of strategic options to exit its Aerials segment may not be successful or that any related transaction is not on favorable terms.
• Diversion of management's attention and time to the transaction and the exploration of strategic options for the Terex Aerials segment, away from ongoing business operations.
• The outcome of any legal proceedings that may be instituted against REV Group or Terex in connection with the transaction.

Future Outlook

The transaction is expected to close shortly after the stockholder meetings on January 28, 2026, assuming approvals. Simon Meester will become CEO of the combined company, supported by a mixed leadership team. Integration planning is ongoing, with an emphasis on leveraging strengths from both companies. Operations will remain business as usual until the close.

Management Comments

• "I'm grateful for your work and commitment over the past year – your dedication was the bedrock of a successful 2025."
• "Bringing our companies together will strengthen our foundation for long-term success, supported by a complementary portfolio of specialty equipment businesses and a strong U.S. manufacturing base."
• "The REV team maintains a strong and influential voice in the new company."
• "The strength of our U.S. manufacturing footprint and each brand are critical components of the rationale for bringing these businesses together, and little is expected to change for both as a result."
• "Terex has been clear that this will not be a one-way integration, and that many of REV's processes, ways of working, and cultural strengths will add real value to the combined company going forward."
• "Until close, REV Group and Terex will continue to operate as two separate companies. For now, everything remains business as usual, and it's important that we remain focused on delivering great work and innovation for our customers."

Industry Context

This merger combines two significant players in the specialty equipment and manufacturing sectors, aiming to create a stronger entity with a complementary product portfolio and a robust U.S. manufacturing base. The strategic rationale suggests a move towards greater scale and diversified capabilities within the industrial and commercial vehicle markets, potentially enhancing competitive positioning against other global manufacturers.

Management Changes

Corporate Governance

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against REV Group or Terex in connection with the transaction is identified as a risk factor.

Stakeholder Impact

• **Shareholders:** Will have the opportunity to vote on the merger and are encouraged to cast their vote promptly. Terex will issue additional shares in connection with the transaction.
• **Employees:** Expected to benefit from greater scale, enhanced tools, expanded career opportunities, and a collaborative integration process. Leadership updates for Fire and Emergency and Commercial segments will be maintained.
• **Customers:** The companies will continue to operate as separate entities until closing, with a focus on delivering quality vehicles and innovation.
• **Business Partners:** Potential adverse reactions from business partners are identified as a risk factor.

Next Steps

• REV Group and Terex will host Special Meetings of Stockholders on January 28, 2026, for a vote on the proposed merger.
• The transaction is expected to close shortly after the stockholder meetings, assuming approvals.
• Further details on the integration will be shared following a successful close of the transaction.
• Both companies will continue to operate as separate entities until the transaction closes.

Key Dates

Keywords

merger, acquisition, specialty equipment, manufacturing, corporate governance, SEC filing, REV Group, Terex Corporation, stockholder vote