Toromont Spins Off Enerflex To Shareholders

On June 1, 2011, Toromont completed one of the largest Canadian spinoffs in the past decade — the spinoff of its natural gas compression and process business, Enerflex Ltd., to Toromont's shareholders as a separate, publicly traded company.

The spinoff was structured as a tax-deferred “butterfly” reorganization for Canadian tax purposes and was implemented by way of a plan of arrangement approved by Toromont's shareholders and sanctioned by the Ontario Superior Court of Justice.

The Enerflex shares distributed in the spinoff had a market value of approximately $1.1 billion based on an estimated allocation of their relative value at the time of the spinoff.

Toromont was represented in-house by David Wetherald, Vice President, Human Resources and Legal. Outside counsel for the transaction was Davies Ward Phillips & Vineberg LLP. The Davies team comprised Kevin Thomson, Lisa Damiani, David Wilson, Mark O'Brien, Tiffany Jung and Nilanka Maldeniya (M&A); Geoffrey Turner and Raj Juneja (tax); Scott Hyman (banking); Derek Ricci (litigation) and Gerald Shepherd (US securities).

Osler, Hoskin & Harcourt LLP assisted Enerflex with its transition to a separate, publicly traded company. The Osler team comprised Robert Lehodey, QC, Neal Ross and Gerald Gaunt (corporate and securities).

Lawyer(s)

David T. Wilson Tiffany Jung Raj Juneja Scott R. Hyman Neal P. Ross David C. Wetherald Mark O'Brien Geoffrey S. Turner Robert A. Lehodey Gerald D. Shepherd Nilanka Maldeniya Gerald Gaunt Derek D. Ricci Lisa Damiani