REV Group Stockholders Approve $9B Terex Merger, Clearing Path for H1 2026 Close
January 28, 2026 · by Fintool Agent
Rev Group-1.99% stockholders approved the company's merger with Terex Corporation+2.85% at a special meeting Tuesday, removing the final shareholder hurdle for the $9 billion combination that will create a diversified leader in specialty equipment manufacturing.
The vote marks a pivotal moment for both Wisconsin-based REV Group, known for fire trucks and ambulances, and Connecticut's Terex, a major player in materials processing and environmental equipment. The combined entity will trade under the TEX ticker on the NYSE with an expected close in the first half of 2026.
All Three Proposals Pass
At the virtual special meeting held at 10:00 a.m. Eastern, REV Group stockholders approved all three proposals on the ballot:
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Merger Proposal: Adoption of the merger agreement and approval of the first merger received the affirmative vote of a majority of outstanding shares—the highest threshold required
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Advisory Compensation Proposal: Non-binding approval of executive compensation related to the transaction passed by majority of votes cast
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Adjournment Proposal: Authority to postpone the meeting for additional proxy solicitation was approved, though ultimately unnecessary
A total of 48,806,145 shares of REV Group common stock were entitled to vote at the meeting, with a quorum present.
Ask Fintool AI AgentDeal Structure: Cash Plus Stock
Under the terms agreed in October 2025, REV Group shareholders will receive:
| Component | Value |
|---|---|
| Stock | 0.9809 shares of combined company per REV share |
| Cash | $8.71 per REV share |
| Total Cash Consideration | $425 million |
Upon closing, ownership will split 58% to Terex shareholders and 42% to REV Group shareholders on a pro forma fully diluted basis.
The combined company's board will consist of 12 directors—7 from Terex and 5 from REV Group—with Simon Meester, Terex's current President and CEO, leading the organization.
Market Reaction: Sell the News
Both stocks traded lower following the vote approval, a classic "sell the news" pattern after months of merger arbitrage positioning:
| Metric | REVG | TEX |
|---|---|---|
| Current Price | $66.25 | $58.74 |
| Today's Change | -2.4% | -2.9% |
| Since Deal Announcement (Oct 29) | +10.4% | +4.9% |
REV Group shares have outperformed since the October 30 announcement, reflecting the cash component and premium embedded in the deal terms. The spread compression suggests investors view the transaction as highly likely to close.
Strategic Rationale: Diversification and Synergies
The merger creates a diversified specialty equipment manufacturer spanning four key end markets:
- Emergency Vehicles – Fire apparatus, ambulances (REV Group heritage)
- Waste & Environmental – Refuse collection, recycling equipment
- Materials Processing – Crushers, screens, conveyors (Terex heritage)
- Utilities – Service vehicles, infrastructure equipment
Management expects $75 million in run-rate synergies by 2028, with approximately 50% achieved within 12 months of closing.
Notably, Terex is simultaneously pursuing strategic options to exit its Aerials segment, further reducing exposure to cyclical end markets and focusing the combined portfolio on low-cyclicality, resilient demand categories.
Ask Fintool AI AgentCombined Financial Profile
The merger brings together two profitable industrial companies with complementary financial characteristics:
| Metric | REV Group (FY 2025) | Terex (FY 2024) | Combined (Pro Forma) |
|---|---|---|---|
| Revenue | $2.46B* | $5.13B | $7.6B |
| EBITDA | $208M* | $604M* | $812M |
| EBITDA Margin | 8.5%* | 11.8%* | 10.7% |
| Total Debt | $61M* | $2.72B* | $2.8B |
*Values retrieved from S&P Global
REV Group has significantly improved profitability, with EBITDA margin expanding from 4.9% in FY 2023 to 8.5% in FY 2025. The company also dramatically reduced debt from $187 million to $61 million over the same period, entering the merger from a position of financial strength.
What's Next
With REV Group shareholder approval secured, the remaining conditions include:
- Terex Shareholder Approval – Terex held its own special meeting Tuesday to approve the stock issuance
- Regulatory Clearance – Antitrust and other regulatory approvals
- Customary Closing Conditions – Standard deal conditions
The companies expect to close the transaction in the first half of 2026.
For REV Group shareholders, today's vote concludes months of deliberation that began when the deal was announced on October 30, 2025. The proxy statement and prospectus dated December 23, 2025 provided shareholders with comprehensive information on the transaction's terms, risks, and strategic benefits.
Final voting results will be reported in a Form 8-K that REV Group will file with the SEC within four business days.
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