0001104659-24-103945 Sample Contracts

UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Transaction Agreement • September 30th, 2024 • Terex Corp • Industrial trucks, tractors, trailors & stackers

On July 21, 2024, Terex Corporation (“Terex”) entered into a Transaction Agreement (the “Transaction Agreement”) with Dover Corporation (“Dover”). Pursuant to the Transaction Agreement, Terex will acquire the subsidiaries and assets of Dover that own and operate Dover’s Environmental Solutions Group (“ESG”), a fully integrated equipment group serving the solid waste and recycling industry, along with associated intellectual property and other assets used in the ESG business, for consideration of $2.0 billion (the “Acquisition”). ESG designs and manufactures refuse collection vehicles, waste compaction equipment, and associated parts and digital solutions. The consideration will be paid in cash and Terex has received committed debt financing for the Acquisition, as described below. The purchase price is subject to post-closing adjustments based upon the level of net working capital, cash and debt in the ESG business on the closing date. The Acquisition, which is subject to the satisfact

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