Mailing of Management Information Circular Expected in Mid-April
TORONTO, ONTARIO--(Marketwire - March 21, 2011) - Toromont Industries Ltd. (TSX:TIH) today announced that it will hold a special meeting of Toromont's shareholders on May 16, 2011 at which shareholders will be asked to approve the proposed spinoff of Toromont's compression business. The Board of Directors of Toromont has unanimously approved the spinoff and recommends that shareholders vote in favour the spinoff.
On November 8, 2010, Toromont first announced its proposal to spinoff to its shareholders Toromont's natural gas compression and processing equipment business as a separate, publicly traded company to be named Enerflex Ltd. The spinoff is expected to enhance long term value for the shareholders of Toromont. By separating its businesses into two distinct public companies, each will be better able to capitalize on its market leadership position and pursue independent strategies and opportunities for growth.
"We strongly encourage our shareholders to vote in favour of this spinoff," said Robert M. Ogilvie, Toromont Chairman and CEO. "The leadership teams of both successor companies are in place and are committed to continue Toromont's history of long-term value creation for our shareholders."
A formal notice of the special shareholder meeting and an accompanying management information circular are expected to be mailed to shareholders in mid-April. At the time of mailing, a copy of these materials will also be made available at www.sedar.com and at www.toromont.com/spinoff.
Completion of the spinoff will be subject to Toromont's receipt of confirmation from Canada Revenue Agency that the spinoff may be implemented on a tax-deferred basis. The plan of arrangement by which the spinoff is to be implemented will be subject to court approval and the approval of two-thirds of the shares that are voted at the special shareholder meeting. Completion of the spinoff will also be subject to the prior approval of the TSX and fulfillment of certain other customary conditions.
About Toromont Industries
Toromont Industries Ltd. operates through two business segments: The Equipment Group and the Compression Group. The Equipment Group includes one of the larger Caterpillar dealerships by revenue and geographic territory in addition to industry leading rental operations. The Compression Group is a global leader specializing in the design, engineering, fabrication and installation of compression systems for natural gas, coal-bed methane, fuel gas and carbon dioxide in addition to process systems and CIMCO industrial and recreational refrigeration systems. Both Groups offer comprehensive product support capabilities. This press release and more information about Toromont can be found on the web at www.toromont.com.
Advisory Regarding Forward-Looking Information
Information in this press release that is not a historical fact is "forward-looking information". Words such as "plans", "intends", "outlook", "expects", "anticipates", "estimates", "believes", "likely", "should", "could", "will", "may" and similar expressions are intended to identify statements containing forward-looking information. Forward-looking information in this press release is based on current objectives, strategies, expectations and assumptions which management considers appropriate and reasonable at the time including, but not limited to, general economic and industry growth rates, commodity prices, currency exchange and interest rates, competitive intensity and shareholder and regulatory approvals.
By its nature, forward-looking information is subject to risks and uncertainties which may be beyond the ability of Toromont Industries Ltd. ("Toromont") to control or predict. The actual results, performance or achievements of Toromont or Enerflex Ltd. ("Enerflex") could differ materially from those expressed or implied by forward-looking information. Factors that could cause actual results, performance, achievements or events to differ from current expectations include, among others, risks and uncertainties related to: business cycles, including general economic conditions in the countries in which Toromont and Enerflex operate; commodity price changes, including changes in the price of precious and base metals and natural gas; changes in foreign exchange rates, including the Cdn$/US$ exchange rate; the termination of distribution or original equipment manufacturer agreements; equipment product acceptance and availability of supply; increased competition; credit of third parties; additional costs associated with warranties and maintenance contracts; changes in interest rates; the availability of financing; environmental regulation; and the integration of Enerflex's operations with the gas compression operations of Toromont. Forward-looking information in respect of the spinoff of Enerflex as a separate, publicly traded company also entails various risks and uncertainties, including, among others, risks and uncertainties related to: obtaining approvals, rulings and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the spinoff; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the spinoff, the potential for a lower combined trading price of common shares of Toromont and Enerflex after the spinoff the lack of an established market for common shares of Enerflex, the possibility of a negative effect on trading prices if current shareholders of Toromont are unwilling or unable to hold common shares of Toromont or Enerflex after the spinoff, potential exposure to substantial tax liabilities if the tax-deferred spinoff requirements are not met, delays or amendments to the spinoff if certain consents and approvals are not obtained on a timely basis, potentially significant indemnification obligations on Toromont and Enerflex following the spinoff and less diverse businesses of the separate companies resulting from the spinoff.
Any of the above mentioned risks and uncertainties could cause or contribute to actual results that are materially different from those expressed or implied in the forward-looking information and statements included in this press release. For a further description of certain risks and uncertainties and other factors that could cause or contribute to actual results that are materially different, see the risks and uncertainties set out in the "Risks and Risk Management" and "Outlook" sections of Toromont's annual Management Discussion and Analysis for the year ended December 31, 2010, which is included in Toromont's press release dated February 24, 2011 and is filed with Canadian securities regulators at www.sedar.com and may also be found at www.toromont.com. Certain risks and uncertainties specific to the proposed spinoff and Enerflex will be further described in the information circular to be mailed in advance of the shareholder meeting at which the spinoff will be considered. Other factors, risks and uncertainties not presently known to Toromont or that Toromont currently believes are not material could also cause actual results or events to differ materially from those expressed or implied by statements containing forward-looking information.
Readers are cautioned not to place undue reliance on statements containing forward–looking information that are included in this press release, which are made as of the date of this press release, and not to use such information for anything other than their intended purpose. Toromont disclaims any obligation or intention to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.
Contact Information: Toromont Industries Ltd.
Robert M. Ogilvie
Chairman & Chief Executive Officer
Toromont Industries Ltd.
Paul R. Jewer
Vice President Finance and Chief Financial Officer