Tornado Infrastructure Equipment to Be Acquired by the Toro Company

Executive Summary

• Tornado Infrastructure Equipment Ltd. entered into a definitive Arrangement Agreement with The Toro Company’s subsidiary to sell all outstanding Class “A” common shares for CAD $1.92 per share, valuing the company at approximately CAD $279.3 million.
• The transaction is an all‑cash deal, represents a ~43.7% premium to the 12‑month VWAP and is expected to close in Q4 2025 subject to shareholder, court and Competition Act approvals.
• The Special Committee of independent directors unanimously recommended the transaction; fairness opinions from Stifel Nicolaus Canada Inc. and Origin Merchant Partners deem the consideration fair.

Key Details

• Purchase Price: CAD $1.92 per share (all cash).
• Equity Value: Approximately CAD $279.3 million on a fully diluted basis.
• Premiums:
• ~43.7% to the 12‑month volume‑weighted average price (VWAP) as of Oct 3 2025.
• ~3.8% to the closing price on Oct 3 2025.
• ~30.3% to the 180‑day VWAP.
• Strategic Review: Eight‑month process involving a broad outreach to potential strategic buyers and financial sponsors; the Special Committee oversaw the review with independent legal and financial advisors.
• Support: Nine of the largest shareholders (≈54% of fully diluted shares) and all directors/senior executives have entered voting agreements in favour of the transaction.
• Fairness Opinions: Provided by Stifel Nicolaus Canada Inc. and Origin Merchant Partners, confirming financial fairness of the consideration.
• Termination Fee: CAD $11.0 million payable by Tornado under limited circumstances.
• Closing Conditions: No financing condition; customary closing conditions including court approval and Competition Act clearance.
• Shareholder Meeting: Special meeting to be held in November 2025; management information circular mailed in October 2025.
• Post‑Closing Actions: Shares will cease trading on the TSX‑V; Tornado will apply to cease being a reporting issuer under Canadian securities laws.
• Advisors:
• Financial – Stifel (exclusive advisor to Board/Company) and Origin (independent advisor to Special Committee).
• Legal – Stikeman Elliott LLP (Company & Special Committee); McCarthy Tetrault LLP (Purchaser/The Toro Company).

Notable Quotes

• “The all‑cash consideration provides shareholders with certainty of value and immediate liquidity.” – President & CEO Brett Newton.

All forward‑looking statements are subject to risks and uncertainties detailed in the release.