Toromont Industries Ltd.

Toromont Industries Ltd.

May 16, 2011 11:15 ET

Toromont Shareholders Approve Spinoff of Enerflex

TORONTO, ONTARIO--(Marketwire - May 16, 2011) - Toromont Industries Ltd. (TSX:TIH) is pleased to announce that the proposed spinoff of Toromont's natural gas compression business, Enerflex Ltd., was supported by 99.9% of the Toromont shares voted at today's Special Meeting.

"We are delighted that virtually all of our shareholders subscribe to our vision for the creation of two public companies pursuing their respective opportunities," said Robert M. Ogilvie, Chairman and CEO of Toromont Industries Ltd. "Internally, all measures are in place for the two successor organizations to achieve success as independent companies – each with strong management teams, leading markets positions and growth momentum. Toromont, is very focused on seizing the evident growth opportunities arising with the economic recovery, mine development, broadening product offerings and through strategic acquisitions. Toromont's management team is committed to delivering the high performance results that have always been characteristic of our businesses."

"The spin-off of Enerflex as a new TSX listed company is the culmination of substantial efforts over a year of transformation," said J. Blair Goertzen, President and CEO of Enerflex Ltd. "Our management team is enthusiastically pursuing the growth and profit improvement opportunities before us, all to deliver superior shareholder returns."

Provided that the conditions to the spinoff are satisfied or waived, including the receipt of an acceptable tax ruling from the CRA and a final order from the Ontario Superior Court of Justice (Commercial List), the spinoff is expected to be completed effective June 1, 2011.

About Toromont Industries

Toromont Industries Ltd. presently operates through three business segments: The Equipment Group and the Refrigeration Group and Enerflex. The Equipment Group includes one of the larger Caterpillar dealerships by revenue and geographic territory in addition to industry leading rental operations. The Refrigeration Group, operating as CIMCO, is a market leader in the design, engineering, fabrication and installation of industrial and recreational refrigeration systems. Enerflex 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. Each Group offers comprehensive product support capabilities. This press release and more information about Toromont can be found on the web at

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 to control or predict. The actual results, performance or achievements of Toromont or 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: 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 most recent annual or interim Management Discussion and Analysis, as filed with Canadian securities regulators at and may also be found at Certain risks and uncertainties specific to the proposed spinoff and Enerflex are further described in the information circular dated April 11, 2011 for the special 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.
    Paul R. Jewer
    Vice President Finance & CFO
    (416) 667-5638