Toromont Industries Ltd.

Toromont Industries Ltd.

November 02, 2005 14:19 ET

Toromont Industries Ltd. Board of Directors Approves Shareholder Rights Plan

TORONTO, ONTARIO--(CCNMatthews - Nov. 2, 2005) - Toromont Industries Ltd. (TSX:TIH) announced today that its Board of Directors has approved the adoption of a Shareholder Rights Plan for which Shareholder approval will be sought at the Toromont Annual & Special Meeting of Shareholders to be held in April, 2006.

The purpose of the Rights Plan is to provide Shareholders and the Toromont Board of Directors with adequate time to consider and evaluate any unsolicited bid made for Toromont, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of Shareholders in connection with any take-over bid for Toromont and to ensure that any proposed transaction is in the best interests of Toromont's Shareholders.

Upon receipt of all required regulatory approvals of the Rights Plan, Rights will be issued and attached to all Toromont common shares. A separate rights certificate will not be issued until such time as the rights become exercisable (which is referred to as the "Separation Time"). The Rights will become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of shares which, when aggregated with its current holdings, total 20% or more of the outstanding Toromont voting shares (determined in the manner set out in the Rights Plan), other than by a Permitted Bid (as defined in the Rights Plan). Following an acquisition of shares otherwise prohibited by the Rights Plan, each Right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase that number of Toromont common shares which have a current market value equal to twice the exercise price payable for such common shares.

Toromont Industries Ltd. operates through two business segments: The Equipment Group and the Compression Group. The Equipment Group includes one of the world's largest Caterpillar dealerships by revenue and geographic territory in addition to industry leading rental operations. The Compression Group is a North American leader specializing in the design, engineering, fabrication, and installation of compression systems for natural gas, fuel gas and carbon dioxide in addition to process systems and industrial and recreational refrigeration systems. Both groups offer comprehensive product support capabilities. Toromont employs approximately 4,000 people in more than 100 locations. This press release and more information about Toromont Industries can be found on the Web at

Contact Information

  • Toromont Industries Ltd.
    Hugo T. Sorensen
    President & Chief Executive Officer
    (416) 667-5527
    Toromont Industries Ltd.
    David C. Wetherald
    Vice President, General Counsel and Secretary
    (416) 667-5773