Tornado Infrastructure Equipment Announces Completion of Plan of Arrangement with the Toro Company

Rhea-AI Summary

Tornado Infrastructure Equipment (TSX-V:TGH, OTCQX:TGHLF) announced completion of a plan of arrangement under which an affiliate of The Toro Company acquired all issued Class A common shares for $1.92 per share.

The company expects its TSX Venture Exchange listing to be delisted at the close of business on December 10, 2025 and has applied to cease to be a reporting issuer in Alberta, Ontario and British Columbia. Shareholders with questions should contact TSX Trust Company or view detailed voting results on SEDAR+.

Positive

• Transaction closed; shareholders receive $1.92 per share
• Acquirer is an affiliate of The Toro Company
• Detailed meeting voting results available on SEDAR+

Negative

• Shares expected to be delisted from TSX Venture Exchange on Dec 10, 2025
• Company applied to cease reporting in Alberta, Ontario, British Columbia reducing public disclosure
• Potential loss of TSX-V market liquidity for remaining holders

Key Figures

Cash consideration: $1.92 per share Delisting date: December 10, 2025

2 metrics

Cash consideration $1.92 per share Cash paid for each Class A common share in the Arrangement

Delisting date December 10, 2025 Expected delisting of Tornado shares from TSX Venture Exchange

Market Reality Check

Price: $1.37 Vol: Volume 23,776 vs 20-day a...

normal vol

$1.37 Last Close

Volume Volume 23,776 vs 20-day average 19,616 (relative volume 1.21x). normal

Technical Price $1.37 is trading above the 200-day MA of $1.09 ahead of the $1.92 cash acquisition.

Peers on Argus

Within Industrials / Farm & Heavy Construction Machinery, only FBRKF shows a lar...

Within Industrials / Farm & Heavy Construction Machinery, only FBRKF shows a large move (+27.03%), while other peers are flat. With Tornado tied to a fixed $1.92 cash deal, trading appears company-specific rather than part of a sector-wide move.

Historical Context

5 past events · Latest: Dec 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Deal approval	Positive	+0.7%	Securityholders approved Toro’s cash acquisition at <b>$1.92</b> per share.
Dec 01	Q3 earnings	Positive	+0.6%	Q3 growth and reminder of agreed Toro acquisition at <b>$1.92</b> per share.
Nov 10	Deal process update	Positive	+1.4%	Circular filed and interim court order for proposed <b>$1.92</b> per share arrangement.
Oct 06	Acquisition announcement	Positive	+0.9%	Toro agreed to acquire Tornado for <b>$1.92</b> per share in cash.
Aug 29	Q2 earnings	Positive	-2.9%	Strong Q2 revenue and net income growth plus CustomVac acquisition.

Pattern Detected

Recent news has centered on the Toro acquisition, with generally small positive price reactions to deal milestones and one divergence on strong Q2 earnings.

Recent Company History

Over the last few months, Tornado’s trajectory was defined by strong fundamentals and a strategic sale process. Q2 and Q3 2025 results highlighted revenue growth, higher net income and hydrovac truck sales, plus the CustomVac acquisition. On Oct 6, 2025, Tornado agreed to be acquired by Toro for $1.92 per share, followed by circular filing, securityholder approval on Dec 2, 2025, and an anticipated closing on Dec 8, 2025, now completed in this announcement.

Market Pulse Summary

This announcement confirms closing of the Arrangement under which a Toro affiliate acquired all Torn...

Analysis

This announcement confirms closing of the Arrangement under which a Toro affiliate acquired all Tornado shares for $1.92 per share, with TSX-V delisting expected on December 10, 2025. It caps a series of 2025 updates that included strong Q2 and Q3 results and earlier deal approvals. Investors reviewing this event would focus on the final cash consideration, timeline of delisting, and any remaining settlement logistics with the depositary.

Key Terms

plan of arrangement, tsx venture exchange, reporting issuer, depositary

4 terms

plan of arrangement regulatory

"completion of the previously announced plan of arrangement (the "Arrangement")"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

tsx venture exchange regulatory

"delisted from the TSX Venture Exchange (the "TSX-V") at the close"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

reporting issuer regulatory

"Tornado is a reporting issuer in each of the Provinces of Alberta"

A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.

depositary financial

"TSX Trust Company, which is acting as depositary in connection with the Arrangement"

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. Not financial advice.

CALGARY, AB / ACCESS Newswire / December 8, 2025 / Tornado Infrastructure Equipment Ltd. ("Tornado" or the "Company") (TSX-V:TGH)(OTCQX:TGHLF) is pleased to announce 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.

Delisting of Tornado Shares

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.

Questions for Depositary

Shareholders who have questions or require assistance submitting their Securities in connection with the Arrangement may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Arrangement, at 1-800-387-0825 (toll-free within North America) or at 1-416-682-3860 (outside of North America) or by email at shareholderinquiries@tmx.com. Detailed voting results for the Meeting are available under Tornado's profile on SEDAR+ at www.sedarplus.ca.

About Tornado Infrastructure Equipment Ltd.

Tornado is a pioneer and leader in the vacuum truck industry and has been the choice of utility and oilfield professionals with over 1,900 hydrovacs sold since 2008. The Company designs and manufactures hydrovac trucks and, through its subsidiary CustomVac, based in Nisku, Alberta, produces complementary vacuum and industrial equipment solutions, including units designed for the transportation of dangerous goods, and provides maintenance and field services to its customers. In addition, Tornado operates a heavy-duty truck maintenance facility in central Alberta. The Company sells its products to excavation service providers in the infrastructure, environmental, industrial construction, and oil and gas markets. Hydrovac trucks use high-pressure water and vacuum to safely penetrate and cut soil to expose critical infrastructure for repair and installation without damage. Hydrovac excavation methods are quickly becoming a standard in North America to safely excavate in urban areas and around critical infrastructure, significantly reducing infrastructure damage and related fatalities.

For more information about Tornado Infrastructure Equipment Ltd., visit www.tornadotrucks.com or contact:

Brett Newton
President and Chief Executive Officer
Phone: (587) 802-5070
Email: bnewton@tghl.ca

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "Forward-looking information") within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. These statements include, without limitation, statements regarding the delisting of the Shares and the application to cease to be a reporting issuer.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under "Risk Factors" of the Company's management information circular relating to the meeting filed on SEDAR+. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, significant Arrangement costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Tornado Infrastructure Equipment Ltd.

View the original press release on ACCESS Newswire

FAQ

What price did Tornado (OTCQX:TGHLF) shareholders receive under the December 8, 2025 arrangement?

Shareholders received $1.92 per share in cash under the completed arrangement.

When will Tornado (TSX-V:TGH) be delisted from the TSX Venture Exchange?

The Shares are expected to be delisted at the close of business on December 10, 2025.

Who acquired Tornado Infrastructure Equipment in the arrangement announced December 8, 2025?

The purchaser was an affiliate of The Toro Company, which acquired all Class A common shares.

How can Tornado shareholders get help submitting securities after the arrangement?

Shareholders can contact TSX Trust Company at 1-800-387-0825 (North America) or shareholderinquiries@tmx.com.

Will Tornado continue to be a reporting issuer after the arrangement?

Tornado has applied to cease to be a reporting issuer in Alberta, Ontario and British Columbia.