Terex Corporation · NYSE:TEX
Terex — Merger or Acquisition (October 2025)
17 slides from Terex's merger presentation, Oct 30, 2025
Slide 1: Establishing a Leading Specialty Equipment Manufacturer
AND ESTABLISHING A LEADING SPECIALTY EQUIPMENT MANUFACTURER OCTOBER 30, 2025 E X E C U T E • I N N O VAT E • G R O W 1
Slide 2: Cautionary Statement About Forward-Looking Statements
Cautionary Statement About Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which involve risks and uncertainties. Any statements about Terex’s and
Slide 3: Additional Information
Additional Information Important Information and Where to Find It In connection with the proposed transaction, Terex will file with the SEC a Registration Statement on Form S-4 to register the shares of Terex common stock to be issued in connection with the transaction. The Registration Statement wi
Slide 4: Today's Presenters
Today’s Presenters Simon Meester Mark Skonieczny President & President & Chief Executive Officer Chief Executive Officer 4
Slide 5: Terex and REV to Merge ― A Transformative New Chapter
Terex and REV to Merge ― A Transformative New Chapter + Strong portfolio of diversified Resilient, low cyclical, $75M of readily achievable Low capital intensity and specialty equipment with growing end markets synergies attractive leverage position leading brands Bolsters combined long-term Differe
Slide 6: Transaction Summary
Transaction Summary ⚫ Strategic merger of Terex Corporation (“Terex”) and REV Group (“REV”) in a stock and cash transaction Transaction ⚫ Combined equity value of ~$7B and enterprise value of ~$9B at announcement1 Structure ⚫ Announces plan to exit Terex Aerials segment, including potential sale or
Slide 7: Purposeful Evolution and Strategic Transformation
Purposeful Evolution and Strategic Transformation 2017 - 2019: Exited January 2024: July 2024: Announced acquisition of Announces plan to exit Terex Aerials MHPS, mobile cranes and Simon Meester Environmental Solutions Group segment construction businesses named CEO Focus on core growth areas with l
Slide 8: Accelerates Strategic Transformation with Compelling Financial Profile
Accelerates Strategic Transformation with Compelling Financial Profile $2.4 $7.8 $5.4 $5.8 ($2.0)1 2025E Sales ($B) Current Tag Current Rolex Current Tag+Current Rolex Minus: Girard Pro Forma Monaco + Aerials + (ex. Aerials) 2025E Adj. EBITDA 12% 9% 11% 6%1 14% Margin (%)2 Excludes synergies Include
Slide 9: Produces a Diversified Platform in Attractive End Markets
Produces a Diversified Platform in Attractive End Markets Terex + REV – Aerials 2025E Sales1 Robust Presence Further Diversified Balanced Business Mix in North America2 End Markets Rest of Other3 World 11% 17% Environmental Emergency Utilities Solutions Specialty Vehicles 13% 29% Vehicles 31% 42% In
Slide 10: Strong Portfolio of Specialty Equipment and Vehicles with ~$30B+ TAM
Strong Portfolio of Specialty Equipment and Vehicles with ~$30B+ TAM Environmental Solutions Materials Processing Specialty Vehicles 2025E Sales ~$1.7B ~$1.7B ~$2.4B Key Products Select Brands Source: Management estimates. Note: Figures inclusive of eliminations allocated based on each segment’s con
Slide 11: Highly Attractive End-Market Exposure
Highly Attractive End-Market Exposure Emergency Vehicles Waste & Recycling Infrastructure Utilities ⚫ Resilient end-markets ⚫ Essential service with strong ⚫ Sustained and growing public ⚫ Critical infrastructure underpinned underpinned by municipal tax performance through cycles sector investment i
Slide 12: Complementary Operating Systems and Cultures
Complementary Operating Systems and Cultures Driving Process Excellence ⚫ Performance-based culture Operating System ⚫ Operational excellence ⚫ Effective capital deployment to drive growth ⚫ Integration management and business synergies ⚫ Supply chain resiliency 12
Slide 13: Significant Value Creation Through $75M of Readily Achievable Synergies
Significant Value Creation Through $75M of Readily Achievable Synergies Corporate Significant Value Overhead Procurement Operations Creation ⚫ Public company cost ⚫ Cost harmonization ⚫ Combine best-in-class savings operational excellence ⚫ Scale benefit and ⚫ Elimination of overlapping consolidatio
Slide 14: Rebaselining the Company to Unlock Shareholder Value
Rebaselining the Company to Unlock Shareholder Value ’25E Adj. EBITDA Margin (%) EV / ’26E Adj. EBITDA1 ~11x ~15% ~14%2 ~12% ~12% ~8x TEX CurrentCurrent Peer Median TEX + REV+- Aerials NewMedian New Peer Current Peer TEX Current New New Peer Median (Today)3 Peer Median Peer Median Peer Median Median
Slide 15: Terex and REV ― A Bright Future Together
Terex and REV ― A Bright Future Together Strategic Growth Priorities Terex + REV - Aerials Expand portfolio Strong portfolio of businesses with leading brands Accelerate profitable growth Unlocks $75M of run-rate synergies New products, multiple channels Enhanced exposure to highly- attractive end m
Slide 16: Contacts
Contacts Derek Everitt VP, Investor Relations derek.everitt@terex.com 203-216-8524 Drew Konop VP, Investor Relations and Corporate Development drew.konop@revgroup.com 262-957-4594 16
Slide 17: 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: Adjusted EBITDA Adjusted EBITDA is defined as earnings, before interest, other non-operating income (loss), income (loss) attributable to non-control