Terex Corporation has reached a definitive agreement to acquire ASV Inc. through a tender offer followed by a merger.

Headquartered in Grand Rapids, Minn., ASV is a manufacturer of compact rubber track loaders and related accessories, undercarriages and traction products. The transaction is valued at approximately $488 million and is subject to the valid tender of a majority of ASV’s fully diluted common shares, regulatory approvals and other customary conditions. Terex expects the transaction to close by the end of the first quarter of 2008.

“ASV is a leader in compact track loader technology and with the global reach of Terex, we see tremendous opportunity for expanding ASV product sales,” said Ronald M. DeFeo, Terex chairman and chief executive officer.

“The ASV acquisition is an excellent strategic and cultural fit and provides a great addition to our product offerings as Terex continues to grow as a global construction equipment manufacturer. From a financial perspective, we expect that ASV will add approximately $220 [million] to $250 million in sales on a 2008 full-year basis and we are confident that this acquisition will enhance future earnings growth potential for Terex.”

ASV compact track loaders will join an existing Terex compact equipment range of backhoe-loaders, mini-excavators, compact wheel loaders, site dumpers, compaction rollers, light towers, generators and telehandlers.

“This combination with Terex is a perfect fit for ASV,” said Richard A. Benson, chairman and CEO of ASV.

“We gain access to the resources and know-how of a much larger company with a very impressive global footprint. ASV will have access to a broader product line and our production facilities could benefit significantly from the incremental volume of Terex machines. The timetable for meeting ASV’s strategic priorities is accelerated considerably by the merger, which is a big plus for employees, dealers and the communities in which we do business. Caterpillar Inc., a large ASV customer and owner of 23.5 percent of ASV shares, has indicated its support for the merger.”

“We are truly excited to welcome ASV, its team members and distributors to the Terex Construction family,” said Robert Isaman, president of Terex Construction.

“There is no question that our combination with ASV represents a great step forward for both companies and that our customers in the construction, landscaping and homeowners with acreage segments will be the ultimate beneficiaries of our expanded product offerings.”

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