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Toromont to Proceed With Take-Over Bid

Posted on November 12, 2009

On November 12, 2009, Toromont Industries Ltd. ("Toromont") announced its intention to proceed with a formal take-over bid to acquire all of the issued and outstanding trust units of Enerflex Systems Income Fund ("Enerflex") and all of the issued and outstanding exchangeable units of Enerflex Holdings Limited Partnership.

Under the terms of the offer, unitholders may choose to receive either Ca $13.50 in cash per unit, or 0.5098 of a common share of Toromont and $0.05 cash per unit, in each case subject to pro ration. The maximum amount of cash payable by Toromont under the offer will be approximately $300 million and the maximum number of common shares issuable by Toromont under the offer will be approximately 11.3 million. Toromont said its offer represents a premium of 34.1% to the closing price of the Enerflex units on October 16, 2009 and a premium of 32.9% to the volume-weighted average trading price of the Enerflex units in the 20 trading days up to and including October 16, 2009.

On October 16, 2009, Toromont made a proposal to Enerflex to enter into a negotiated business combination in which Toromont would acquire all of the Enerflex units for consideration of $13.50 per unit. Since then, Toromont said it took its action because efforts to reach a negotiated transaction “had not made any meaningful progress.”

For more information: www.toromont.com

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