REV Group $9 billion merger with Terex

Davis Polk is advising REV Group on its stock and cash merger with Terex Corporation. Under the terms of the agreement, REV Group shareholders will receive for each REV Group share 0.9809 of a share of the combined company and $8.71 in cash, representing an implied enterprise value of $9 billion. Upon closing, REV Group shareholders will own approximately 42%, while Terex shareholders will own approximately 58% 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. The transaction is expected to close in the first half of 2026, subject to required regulatory clearance and satisfaction of other customary closing conditions.

REV Group designs and manufactures specialty and recreational vehicles, along with related parts and services, primarily for U.S. customers. Its Specialty Vehicles segment produces customized vehicles for public services, including ambulances and fire trucks, and commercial uses, including terminal trucks and sweepers. Its Recreational Vehicles segment makes a range of RVs, from Class B vans to Class A motorhomes.

Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms and equipment for the electric utility industry. Terex’s products are manufactured in North America, Europe and Asia Pacific and sold worldwide. 

The Davis Polk corporate team includes partners James P. Dougherty, Evan Rosen and Derek Dostal and counsel Malik M. Khalil. Partner Kyoko Takahashi Lin is providing executive compensation advice. Partner Kara L. Mungovan is providing tax advice. Partner Nikolaus Caro is providing finance advice. Partners Howard Shelanski and Matthew Yeowart are providing antitrust and competition advice. Counsel Michael Comstock is providing environmental advice. Members of the Davis Polk team are based in the New York, Washington DC and London offices.