Toro Company to acquire Tornado Infrastructure Equipment for C$1.92 per share

Tornado Infrastructure Equipment entered into a definitive agreement with The Toro Company (TTC) whereby a subsidiary of The Toro Company will acquire all of the outstanding Class “A” common shares of the Company in an all cash transaction for C$1.92 per Share. The Purchase Price represents an aggregate fully diluted equity value for Tornado of approximately C$279.3M. Upon completion of the Transaction, Tornado will be an indirect wholly-owned private subsidiary of The Toro Company. 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. 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 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 Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act. The Transaction is subject to certain approvals at the securityholders’ meeting, including by at least two-thirds of the votes cast by securityholders 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, 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. The Transaction is expected to close in the fourth quarter of 2025.