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Terex Corporation to Acquire Genie Holdings, Inc.; Confirms Second Quarter Guidance

July 19, 2002
WESTPORT, Conn., Jul 19, 2002 (BUSINESS WIRE) -- Terex Corporation (NYSE: TEX) today announced that it has signed an Agreement and Plan of Merger with Genie Holdings, Inc., a leading global manufacturer of aerial work platforms with 2001 revenues of $575 million.

The purchase consideration will be $75 million, consisting of $64.9 million in Terex common stock and $10.1 million in cash, subject to adjustment. In accordance with the agreement, the exchange ratio of Terex shares for Genie shares will be based upon the average closing price for Terex common stock for the ten consecutive trading days prior to the closing date. Based on the current share price of Terex common stock, Terex expects to issue approximately 3.2 million shares of its common stock to Genie shareholders. In addition, Terex will refinance approximately $195 million of Genie debt. The transaction is subject to customary closing conditions, including regulatory approval, and is anticipated to close in the third quarter of 2002.

"The acquisition of Genie is an excellent opportunity for us and meets all of our acquisition criteria," commented Ronald M. DeFeo, Terex Chairman and Chief Executive Officer. "Genie is a strong global brand with significant market share, and this acquisition diversifies our product offering with the addition of a complete line of aerial work platforms. This is a business sector that three to four years ago had too many manufacturers and too much manufacturing capacity. However, the market has since corrected this imbalance and today Genie is one of two significant players in North America and three in Europe." Mr. DeFeo continued, "From a financial perspective, we expect Genie will add approximately $575 million in pro forma revenues, $0.20 - $0.30 per share in earnings, and provide a return on invested capital in excess of 20%."

"The management team at Genie has done an excellent job building the Genie business and franchise over the years and are a welcome addition to the Terex family," said Mr. DeFeo. "Bob Wilkerson will continue with the company as President of Genie, helping us to grow the aerial work platform business and deliver value to our shareholders. In fact, the management team at Genie have already identified and implemented $25 million in annualized cost savings that will directly benefit Terex shareholders."

"I am excited about being part of the Terex management team and a Terex shareholder," commented Mr. Wilkerson. "This transaction provides Genie the opportunity to grow this business, especially in Europe, and I believe the global reach and financial strength of Terex and the manufacturing capabilities now available to Genie in Europe will provide a better platform to be more competitive."

"The Terex franchise has grown significantly over the years, primarily through acquisition," noted Mr. DeFeo. "With the proposed acquisition of Genie and the pending Demag acquisition, which we expect to close during the third quarter of 2002, Terex's pro forma 2001 revenues would be approximately $3.4 billion, clearly making Terex one of the largest companies in the construction and mining business. I believe that what has differentiated Terex during the downturn in the economy has been our ability to execute, not only on acquisitions, but also on our business model. Our ability to remain focused on low cost manufacturing, through outsourcing and low SG&A, has enabled us to remain flexible and able to respond to changing market conditions. This has also allowed us to be opportunistic and take advantage of opportunities as they arise in the market and position Terex for continued growth in the future."

Mr. DeFeo also added, "With respect to our performance for the second quarter of 2002, I would like to confirm our prior earnings guidance for the quarter. We expect the company to meet or exceed the First Call consensus estimate for the second quarter of $0.41 per share. I will review the detailed results for the quarter on our conference call scheduled for July 25th at 8:30 AM Eastern Time."

    Safe Harbor Statement
The above contains forward-looking information based on Terex's current expectations. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond Terex's control, include among others: Terex's business is highly cyclical and weak general economic conditions may affect the sales of its products and its financial results; the sensitivity of construction and mining activity to interest rates, government spending and general economic conditions; the ability to successfully integrate acquired businesses; the retention of key management personnel; foreign currency fluctuations; Terex's businesses are very competitive and may be affected by pricing, product initiatives and other actions taken by competitors; the effects of changes in laws and regulations; Terex's business is international in nature and is subject to changes in exchange rates between currencies, as well as international politics; the ability of suppliers to timely supply Terex parts and components at competitive prices; the financial condition of suppliers and customers, and their continued access to capital; Terex's ability to timely manufacture and deliver products to customers; Terex's substantial amount of debt and its need to comply with restrictive covenants contained in Terex's debt agreements; compliance with applicable environmental laws and regulations; and other factors, risks, uncertainties more specifically set forth in Terex's public filings with the SEC. Actual events or the actual future results of Terex may differ materially from any forward looking statement due to those and other risks, uncertainties and significant factors. The forward-looking statements herein speak only as of the date of this release. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this release to reflect any changes in Terex's expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.

Terex Corporation is a diversified global manufacturer based in Westport, Connecticut, with 2001 annual revenues in excess of $1.8 billion. Terex is involved in a broad range of construction, infrastructure, recycling and mining-related capital equipment under the brand names of Advance, American, Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L. Pegson, Canica, Cedarapids, Cifali, CMI, Coleman Engineering, Comedil, CPV, Fermec, Finlay, Franna, Fuchs, Grayhound, Hi-Ranger, Italmacchine, Jaques, Johnson-Ross, Koehring, Lectra Haul, Load King, Lorain, Marklift, Matbro, Morrison, Muller, O&K, Payhauler, Peiner, P&H, Powerscreen, PPM, Re-Tech, RO, Royer, Schaeff, Simplicity, Square Shooter, Telelect, Terex, and Unit Rig. More information on Terex can be found at

                     TEREX CORPORATION (NYSE: TEX)
                            CONFERENCE CALL
                         Monday, July 22, 2002
                        8:30 a.m. Eastern Time
You are invited by Terex Corporation to participate in a conference call to announce Terex's planned acquisition of Genie Industries, Inc. The live call of the meeting will begin on Monday, July 22, 2002 at 8:30 a.m., Eastern Time. Ronald M. DeFeo, Terex Chairman and CEO, will host the call.

To access the call, call the MCI Conference Call Center at (888) 657-9406 on Monday, July 22, 2002 at least 10 minutes before the call is scheduled to begin and specify the following:

    -   Your name and company
    -   Password TEX
To accommodate our audiences in other time zones or anyone unable to listen, MCI will provide a replay of the teleconference. The replay will be available immediately following the conclusion of the call and can be accessed until Friday, July 26, at 6:00 p.m., Eastern Time. To access the replay, please call (800) 645-7393, password: TEX or 839 on keypad.

International participants should call (630) 395-0374, password: TEX, at least 15 minutes before the start of the conference call. To access the replay, please call (402) 220-0246, password: TEX or 839 on keypad.

A simultaneous slide presentation along with a listen-only mode webcast of this conference call will be available on Those who wish to view the slide presentation or listen to the conference call should visit the Investor Relations section of the company's Website at least 15 minutes prior to the event's broadcast. Then, follow the instructions provided to assure that the necessary audio applications are downloaded and installed. These programs can be obtained at no charge to the user.

For further information, please contact Elizabeth Gaal, Investor Relations Associate at (203) 222-5942.

CONTACT:          Terex Corporation, Westport
                  Kevin O'Reilly, 203/222-5943

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