Tornado Infrastructure Equipment Securityholders Approve Arrangement With the Toro Company

Executive Summary

• Shareholders and option‑holders approved the Arrangement Resolution, allowing Tornado Infrastructure Equipment Ltd. to be acquired by Tornado Acquisition Company ULC (an affiliate of The Toro Company) for CAD $1.92 per share.
• Voting results showed overwhelming support: 99.65% of shareholder votes and 99.68% of securityholder votes were cast in favour.
• Subject to customary closing conditions, including a Court order expected on Dec 3, the transaction is anticipated to close around Dec 8, 2025.

Key Details

• Arrangement Consideration: CAD $1.92 cash per Class “A” common share.
• Voting Results – Shareholders: 116,465,246 votes for (99.65%); 409,511 votes against (0.35%).
• Voting Results – Securityholders (shareholders + option‑holders): 126,536,913 votes for (99.68%); 409,511 votes against (0.32%).
• Minority Approval: 110,730,861 votes for (99.63%); 409,511 votes against (0.37%).
• Participation Rates: 84.41% of shareholder voting rights represented; 89.16% of option‑holder voting rights represented.
• Closing Conditions: Requires final order from the Court of King's Bench of Alberta (hearing scheduled Dec 3, 2025). Anticipated closing date on or about Dec 8, 2025, pending satisfaction/waiver of customary conditions.
• Depositary Contact for Shareholder Assistance: TSX Trust Company – 1‑800‑387‑0825 (North America) / 1‑416‑682‑3860 (outside North America) – email: [email protected].
• Sedar Access: Detailed voting results available on SEDAR+ at www.sedarplus.ca.

Notable Quotes

• “The approval of this Arrangement reflects the confidence our shareholders have in the strategic direction and value creation that The Toro Company brings to Tornado,” – Brett Newton, President & CEO.