Announcement • Dec 11
Tornado Infrastructure Equipment Ltd. Announces Delisting of Shares Tornado Infrastructure Equipment Ltd. announced the completion of the previously announced plan of arrangement (the "Arrangement") involving the Company, The Toro Company ("Toro") and Tornado Acquisition Company ULC (the "Purchaser"), an affiliate of Toro, pursuant to which the Purchaser acquired all of the issued and outstanding Class "A" common shares (the "Shares") of the Company for cash consideration of $1.92 per Share. The Shares are expected to be delisted from the TSX Venture Exchange (the "TSX-V") at the close of business on December 10, 2025. Tornado is a reporting issuer in each of the Provinces of Alberta, Ontario and British Columbia (the "Jurisdictions") and has applied to cease to be a reporting issuer in each Jurisdiction. Announcement • Dec 09
The Toro Company (NYSE:TTC) completed the acquisition of Tornado Infrastructure Equipment Ltd. (TSXV:TGH) from James Chui, Hong Li and others. The Toro Company (NYSE:TTC) agreed to acquire Tornado Infrastructure Equipment Ltd. (TSXV:TGH) from James Chui, Hong Li and others for approximately CAD 270 million on October 6, 2025. A cash consideration valued at CAD 1.92 per share will be paid by The Toro Company. As part of consideration, CAD 280 million is paid towards common equity of Tornado Infrastructure Equipment Ltd. In case of termination of transaction, The Toro Company will pay a termination fee of CAD 11 million. The transaction is expected to be financed with debt from existing credit facilities and additional financial arrangements.
The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and subject to antitrust regulations. The Board of Directors of Tornado Infrastructure Equipment Ltd. formed a special committee for the transaction. The deal has been unanimously approved by the board. The transaction is expected to close in the fourth quarter of 2025. The Toro Company expects the transaction to be marginally accretive to earnings in the first year, excluding purchase price accounting and transaction-related adjustments. As of October 6, 2025, shareholders holding, directly or indirectly, or exercising control or direction over, an aggregate of 75,505,817 Shares and 5,837,500 Company Options, representing approximately 54.3% of the issued and outstanding Shares and Company Options), pursuant to which, among other things, they have agreed to vote their Shares in favour of the Arrangement. As of November 10, 2025, the Court of King’s Bench of Alberta has issued an interim order in connection with the arrangement. The board of Tornado Infrastructure unanimously recommends that the Securityholders vote FOR the arrangement resolution.
Origin Merchant Partners acted as fairness opinion provider for Tornado Infrastructure Equipment Ltd. Stifel Nicolaus Canada Inc. acted as fairness opinion provider for Tornado Infrastructure Equipment Ltd and will receive a fee of CAD 250,000 upon delivery of the Opinion. Stifel Nicolaus Canada Inc. acted as financial advisor for Tornado Infrastructure Equipment Ltd. Origin Merchant Partners acted as financial advisor for Tornado Infrastructure Equipment Ltd. Michael Burkett and Steven D. Bennett of Stikeman Elliott LLP acted as legal advisor for Tornado Infrastructure Equipment Ltd. Jake Irwin of McCarthy Tétrault LLP acted as legal advisor for The Toro Company. Laurel Hill Advisory Group acted as information agent to Tornado Infrastructure. Laurel Hill will receive a fee of CAD 45,000 for its services. TSX Trust Company acted as transfer agent and depository to Tornado Infrastructure.
The Toro Company (NYSE:TTC) completed the acquisition of Tornado Infrastructure Equipment Ltd. (TSXV:TGH) from James Chui, Hong Li and others on December 8, 2025. The Shares are expected to be delisted from the TSX Venture Exchange at the close of business on December 10, 2025. Reported Earnings • Dec 03
Third quarter 2025 earnings released Third quarter 2025 results: EPS: CA$0.029. Revenue: CA$42.3m (up 39% from 3Q 2024). Net income: CA$4.08m (up 105% from 3Q 2024). Profit margin: 9.6% (up from 6.5% in 3Q 2024). The increase in margin was driven by higher revenue. Revenue is forecast to grow 22% p.a. on average during the next 3 years, compared to a 8.8% growth forecast for the Machinery industry in Canada. Over the last 3 years on average, earnings per share has increased by 58% per year whereas the company’s share price has increased by 61% per year.