Terex Corporation · NYSE:TEX
Terex — Merger or Acquisition (July 2024)
12 slides from Terex's merger presentation, Jul 22, 2024
Slide 1: Acquisition of Environmental Solutions Group
ACQUISITION OF JULY 22, 2024 E X E C U T E • I N N O V A T E • G R O W E X E C U T E • I N N O VAT E • G R O W
Slide 2: Forward Looking Statements
Forward Looking Statements Certain information in this presentation includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995)
Slide 3: ESG is a Leader in Waste and Recycling Solutions
ESG is a Leader in Waste and Recycling Solutions • Environmental Solutions Group (“ESG”) is a global leader in the design and manufacturing of refuse collection vehicles (“RCV”), waste compaction Original Equipment equipment, and associated parts and digital solutions • ESG has the #1 position in wa
Slide 4: Compelling Strategic Rationale; Significantly Strengthens Terex
Compelling Strategic Rationale; Significantly Strengthens Terex and Creates Path for Accelerated Sustainable Growth ESG adds a market-leading, financially accretive, non-cyclical business to Terex with tangible synergies; entry into attractive new North American segment Scale and Financially Tangibl
Slide 5: Sustained Track Record of Resilient, High-Single Digit Organic Growth
Sustained Track Record of Resilient, High-Single Digit Organic Growth, Supported by Several Strategic Acquisitions % Org. Growth 7% 10% (5)% 12% 14% 13% (8)% 2% 23% 13% ESG Revenue 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2013 2016 2020 2022 Key (IP) Acquisitions Acquired Automated Acq
Slide 6: Transaction Overview
Transaction Overview • Purchase price of $2.0 billion on cash-free, debt-free basis Purchase • Net purchase price of $1.725 billion, when adjusted for ~$275 million present value of tax benefits Price • 2024E EBITDA1 multiple of ~8.4x adjusted for expected tax benefits and including run-rate synergi
Slide 7: Creates Three Market-Leading Business Segments with $40B TAM
Creates Three Market-Leading Business Segments with $40B TAM Environmental Solutions Materials Processing Aerials ESG Utilities • Market leader in providing solutions • Operates in high growth utility & • Global, well-established platform • Market leader in aerial work to waste end markets environme
Slide 8: Produces a Scaled, High Performing and Diversified Platform
Produces a Scaled, High Performing and Diversified Platform Enhanced Business Mix with ~24% of revenue tied to ESG segment (Pro Forma) Revenue (Pro Forma) ~$5.3bn2 ~$6.2bn (2024 Outlook) Environmental EBITDA1 Materials Solutions4 ~$750mm2 ~$960mm Includes ~24% (2024 Outlook) ~$25mm of Processing ~42
Slide 9: Increases Exposure to Growing Waste & Recycling Management End Market
Increases Exposure to Growing Waste & Recycling Management End Market Solid Waste Generation Waste is an essential service, with RCV market projected to (MSW, 1,000 tons) grow at 5%+ CAGR over the next ten years 300K 280K 225K Shift towards recycling requires equipment with more 150K advanced capabi
Slide 10: ESG Transaction Accelerates Long-Term Shareholder Value
ESG Transaction Accelerates Long-Term Shareholder Value Adds meaningful scale and significantly reduces cyclicality Financially accretive Tangible cost and revenue synergies Market leader in waste and recycling Adds attractive addressable market in North America Reduces capital intensity 10
Slide 11: Contacts
Contacts Julie Beck Senior Vice President, Chief Financial Officer julie.beck@terex.com 203-222-5969 Jon Paterson Vice President, Treasurer jon.paterson@terex.com 203-451-7572 11
Slide 12: Appendix: Non-GAAP Financial Measures
Appendix: Non-GAAP Financial Measures This presentation includes the following non-GAAP measures, as defined under SEC rules, which are defined below: EBITDA EBITDA is defined as earnings, before interest, other non-operating income (loss), income (loss) attributable to non-controlling interest, tax