The Fort Worth Press - Tornado Infrastructure Equipment to Be Acquired by the Toro Company

Key Highlights

The Transaction is the result of a comprehensive strategic review process over the past eight months, focused on maximizing value for the Company's shareholders ("Strategic Review"). The Strategic Review also involved discussions with a broad range of potential strategic buyers and financial sponsors. Prior to reaching out to any such potential strategic buyers and financial sponsors, the Company formed a committee of independent directors (the "Special Committee"), which was advised by independent and qualified legal and financial advisors. The Strategic Review has been supervised by the Special Committee, is the outcome of that process and is unanimously supported by the Special Committee and Tornado's management and its board of directors (the "Board").

The Special Committee, in making its unanimous determination to recommend approval of the Transaction to the Board, and the Board, in making its unanimous decision to approve the Transaction, considered, among other things, the following factors:

The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta). The Transaction is subject to certain approvals at the securityholders' meeting, including by at least two-thirds of the votes cast by securityholders (being the holders of Shares and of Company options, voting together as a single class) and if required, a simple majority of the votes cast on such resolution by Securityholders present in person or represented by proxy at the Company Meeting excluding, for the purposes of this clause (ii), votes attached to Shares and Company options held by Persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Securityholdersin Special Transactions. Completion of the Transaction is subject to other customary conditions, including receipt of court approval and approval under the Competition Act (Canada). The Transaction is expected to close in the fourth quarter of 2025.

The Arrangement Agreement includes customary non-solicitation provisions, which are subject to customary "fiduciary out" provisions that entitle the Company to terminate the Arrangement Agreement and accept a superior proposal subject to the Purchaser's matching rights.

Tornado expects to hold a special meeting of securityholders (the "Meeting") to consider the Transaction in November 2025 and to mail the management information circular for the Shareholders' Meeting in October 2025. Further information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board and how shareholders can participate in and vote at the Meeting will be provided in the management information circular for the Meeting which will also be filed on SEDAR+ at www.sedarplus.ca. Shareholders are urged to read these and other relevant materials when they become available.

Upon closing of the Transaction, the Purchaser intends to cause the Shares to cease to be de-listed from the TSX-V and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement, a copy of which, together with the voting and support agreements, will be filed on SEDAR+ at www.sedarplus.ca.

Advisors

Stifel is acting as the exclusive financial advisor to the Board and the Company. Origin is acting as independent financial advisor to the Special Committee. Stikeman Elliott LLP is acting as legal advisor to the Company and to the Special Committee. McCarthy Tetrault LLP is acting as legal advisor to the Purchaser and to The Toro Company.

About Tornado Infrastructure Equipment Ltd.

Tornado is a pioneer and leader in the vacuum truck industry and has been the choice of utility and oilfield professionals with over 1,900 hydrovacs sold since 2008. The Company designs and manufactures hydrovac trucks and, through its subsidiary CustomVac, based in Nisku, Alberta, produces complementary vacuum and industrial equipment solutions, including units designed for the transportation of dangerous goods, and provides maintenance and field services to its customers. In addition, Tornado operates a heavy-duty truck maintenance facility in central Alberta. The Company sells its products to excavation service providers in the infrastructure, environmental, industrial construction, and oil and gas markets. Hydrovac trucks use high-pressure water and vacuum to safely penetrate and cut soil to expose critical infrastructure for repair and installation without damage. Hydrovac excavation methods are quickly becoming a standard in North America to safely excavate in urban areas and around critical infrastructure, significantly reducing infrastructure damage and related fatalities.

For more information about Tornado Infrastructure Equipment Ltd., visit www.tornadotrucks.com or contact:

Brett Newton
President and Chief Executive Officer
Phone: (587) 802-5070
Email: [email protected]

Securityholders who have questions about the Company meeting or require assistance in voting may contact the Company's proxy solicitation agent:

Laurel Hill Advisory Group
North American Toll Free | 1-877-452-7184
Outside North America | 1-416-304-0211
By Email | [email protected]

Forward Looking Information

This news release contains "forward-looking information" as defined in applicable Canadian securities legislation. Such forward-looking statements typically contain statements with words such as "anticipate", "expect", "intend", "estimate", "propose", "believes" or similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this news release contains forward-looking information and statements including, but not limited to, statements concerning the anticipated completion and timing of the Transaction, including timing and receipt of shareholder and court approvals and timing for filing materials on SEDAR+, the anticipated delisting of the Shares from the TSX-V and the Company ceasing to be a reporting issuer under Canadian securities laws. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. In respect of forward-looking statements and information concerning the anticipated benefits and timing of the completion of the Transaction, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the Transaction or the ability of the Board to consider and approve, subject to compliance by the Company of its obligations under the Arrangement Agreement, a superior proposal for the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the Transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release.

Forward-looking information is provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: the possibility that the proposed Transaction will not be completed on the terms, or in accordance with the timing, currently contemplated or at all; the ability or inability to obtain, in a timely manner or at all, all necessary shareholder, court and other third party approvals (as applicable) required to consummate the Transactionor to otherwise satisfy the conditions for the completion of the Transaction; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by the Company with its obligations under the Arrangement Agreement, a superior proposal for the Company; the failure to realize the expected benefits of the Transaction; the possibility of litigation relating to the Transaction; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; and general economic conditions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Tornado, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management's control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.

The forward-looking information contained in this release is made as of the date of this release and the Company disclaims any intent or obligation to update or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Tornado Infrastructure Equipment Ltd.

View the original press release on ACCESS Newswire

T.M.Dan--TFWP