Tornado Infra to be acquired by Toro for $1.92 a share

Executive Summary

• Tornado Infrastructure Equipment Ltd. has entered into a definitive agreement to be acquired by The Toro Company for an all‑cash $1.92 per share, valuing the company at approximately $279.3 million on a fully diluted basis.
• The transaction was approved unanimously by both the special committee of independent directors and Tornado’s board, and is supported by shareholders holding roughly 54 % of the outstanding shares.
• Closing is expected in Q4 2025, subject to customary regulatory approvals (court, Competition Act) and a shareholder meeting slated for November 2025.

Key Details

• Purchase Price: $1.92 per Class A common share (all‑cash).
• Equity Value: Approximately $279.3 million fully diluted.
• Premiums to Market:
• ~43.7 % premium to the 12‑month VWAP as of Oct 3 2025.
• ~3.8 % premium to the closing price on that date.
• ~30.3 % premium to the 180‑day VWAP.
• Shareholder Support: Agreements from nine largest shareholders and all directors/senior executives covering about 54 % of shares to vote in favour.
• Fairness Opinions: Provided by Stifel Nicolaus Canada Inc. and Origin Merchant Partners, confirming financial fairness of the consideration.
• Termination Fee: $11.0 million payable by Tornado if certain termination conditions are met.
• Closing Conditions: No financing condition; subject to court approval, Competition Act clearance, and customary closing conditions.
• 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 law.
• Advisers:
• Financial – Stifel (board/company), Origin (special committee).
• Legal – Stikeman Elliott LLP (company/special committee), McCarthy Tetrault LLP (purchaser/Toro).

Notable Quotes

(No direct quotes were provided in the release.)