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Toromont + Enerflex = Global Force

Posted on January 21, 2010

Toromont Industries Ltd. (Toromont) announced on January 21, 2010 that 39 583 074 trust units of Enerflex Systems Income Fund (Enerflex) and 2 640 692 exchangeable limited partnership units of Enerflex Holdings Limited Partnership have been tendered to Toromont's offer for Enerflex. Toromont reported that, as all of the conditions have been satisfied, it has purchased these units in accordance with its offer, and the offer has expired. Together with the trust units owned by Toromont prior to commencement of the offer, Toromont now owns approximately 96% of the outstanding Enerflex trust units on a fully diluted basis. The units owned by Toromont are sufficient to cause the redemption and acquisition of all of the remaining units.

"We now have the opportunity to move forward with the integration of Enerflex and our Toromont Energy Systems business," said Robert M. Ogilvie, Chairman and Chief Executive Officer of Toromont. "The combination will be a win for customers as well as Toromont shareholders, including those Enerflex unitholders who are choosing to take Toromont shares. It will also provide employees of both companies with a challenging and exciting opportunity to help build a Canadian-based global leader."

Toromont offered Enerflex unitholders the choice of US$14.25 in cash or 0.5382 of a Toromont common share plus US$0.05 in cash per unit, in each case subject to pro ration. Unitholders who elected the cash alternative will receive US$14.25 in cash for each unit deposited and those who elected the share alternative will receive .3541 of a common share of Toromont and US$4.907 in cash for each unit deposited. The aggregate cash consideration to be paid by Toromont for the units tendered to the offer and those units to be subsequently acquired will be valued at approximately US$315.6 million and the aggregate number of common shares of Toromont to be issued will be approximately 11.9 million.

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