Business
Enerflex Board Unanimously Recommends Unitholders Reject Toromont's Unsolicited Offer
Enerflex Board Unanimously Recommends Unitholders Reject Toromont's Unsolicited Offer
About this update from Toromont Industries Ltd.
[{"type":"text","content":"\n\n\n\nDec. 1, 2009 (Canada NewsWire Group) -- CALGARY, Dec. 1 /CNW/ -- The board of directors (the \"Board of Directors\") of the administrator of Enerflex Systems Income Fund (\"Enerflex\") (TSX:EFX.UN) today unanimously recommended that unitholders reject the unsolicited offer (the \"Toromont Offer\") from Toromont Industries Ltd. (\"Toromont\") and not tender their units into the Toromont Offer.\"We believe the Toromont Offer does not offer full value for Enerflex or its extensive international growth prospects and contains objectionable terms and conditions that are not in the best interests of unitholders,\" said P. John Aldred, Chairman of the Board of Directors. \"We advise unitholders to reject Toromont's offer and not to tender their units. The Board of Directors is pursuing and evaluating alternatives to the Toromont offer in order to identify the alternative that is in the best interests of Enerflex. Enerflex and its financial advisors have received expressions of interest from bona fide third parties and are broadly canvassing other parties, in Canada and internationally, who may be interested in a transaction with Enerflex. We urge unitholders to allow this process to run its full course before taking any action.\"The Board of Director's recommendation, as well as a discussion of its reasons for rejecting the Toromont offer, is contained in a Directors' Circular to be filed today with Canadian securities regulators. Unitholders are urged to read the Directors' Circular in its entirety. Copies are being mailed to the Fund's unitholders. In addition, the Directors' Circular will be available on SEDAR at www.sedar.com and on the Enerflex website at www.enerflex.com.In making its recommendation, the Board of Directors considered many factors, including the recommendation of the special committee of the Board of Directors (the \"Special Committee\"), comprised of independent directors Douglas J. Haughey (Chair), Patrick D. Daniel, Timothy W. Faithfull and Robert B. Hodgins, which was formed to evaluate the Toromont Offer and other alternatives available to Enerflex. The Board of Directors and the Special Committee have received the written opinions of Scotia Capital Inc., financial advisor to Enerflex, and BofA Merrill Lynch, the independent financial advisor to the Special Committee, respectively, each stating that th...