Breaking News

Glaxo to Pay $488.7 Million Fine to End China Corruption Probe
Tweet TWEET

Toyota Industries Corporation Commences Tender Offer to Acquire Cascade Corporation

  Toyota Industries Corporation Commences Tender Offer to Acquire Cascade
  Corporation

Business Wire

KARIYA, Japan -- November 02, 2012

Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO”) today
announced that its indirect wholly owned subsidiary, Industrial Components and
Attachments II, Inc., has commenced a cash tender offer for all outstanding
common shares of Cascade Corporation (NYSE: CASC) (“Cascade”) for $65.00 per
share. As previously announced, TICO and Cascade entered into a definitive
merger agreement on October 22, 2012.

Upon the successful closing of the tender offer, shareholders of Cascade will
receive $65.00 in cash for each common share of Cascade validly tendered and
not properly withdrawn in the offer, without interest and less any required
withholding taxes. Following the completion of the transaction, Cascade will
become an indirect wholly owned subsidiary of TICO.

TICO is filing with the Securities and Exchange Commission (“SEC”) today a
tender offer statement on Schedule TO, including an offer to purchase and
related letter of transmittal, setting forth in detail the terms of the tender
offer. Additionally, Cascade is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9 setting forth in
detail, among other things, the unanimous recommendation of the Cascade Board
of Directors that Cascade’s shareholders tender their shares into the tender
offer.

In addition, Robert C. Warren, Jr. and Warren Holdings, LLC, a family-managed
limited liability company, have entered into an agreement with TICO to support
the transaction and to tender their shares in the tender offer that covers
approximately 14% of Cascade’s outstanding shares.

The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on December 3, 2012, unless extended. The closing of the tender offer is
conditioned upon satisfaction of customary closing conditions, including
Cascade's shareholders tendering at least a majority of Cascade's outstanding
common shares (on a fully diluted basis) and clearance by applicable
regulatory authorities. The agreement also provides that the parties will
effect, subject to customary conditions, a merger to be completed following
the completion of the tender offer, which would result in all shares not
tendered being converted into the right to receive the same price as is paid
in the tender offer. The transaction is not subject to a financing condition.

Nomura Securities is serving as exclusive financial advisor to TICO and White
& Case LLP is serving as legal advisor in connection with the transaction.
BofA Merrill Lynch is serving as exclusive financial advisor to Cascade, and
Miller Nash LLP is serving as Cascade's legal advisor.

About Toyota Industries Corporation

Toyota Industries Corporation is a leading transportation equipment company
engaged primarily in the manufacture and sale of automobiles, materials
handling equipment and textile machinery, as well as in the logistics business
in Japan and internationally. Toyota Industries Corporation’s common stock is
listed on the Tokyo Stock Exchange where it trades under the symbol “6201”.
For more information about Toyota Industries Corporation, please visit
www.toyota-industries.com.

About Cascade Corporation

Cascade Corporation is one of the world’s leading manufacturers of materials
handling load engagement devices and related replacement parts, primarily for
the lift truck industry and to a lesser extent, the construction industry.
Cascade Corporation’s common stock is listed on the New York Stock Exchange
where it trades under the symbol “CASC”. For more information about Cascade
Corporation, please visit www.cascorp.com.

Additional Information

This release is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, any securities. Toyota
Industries Corporation will cause a new wholly owned subsidiary, Industrial
Components and Attachments II, Inc., to file with the SEC a Tender Offer
Statement on Schedule TO (including an offer to purchase, forms of letter of
transmittal and related tender offer documents, which will be mailed to
Cascade Corporation shareholders). Any offers to purchase or solicitations of
offers to sell shares of Cascade Corporation Common Stock will be made only
pursuant to such Tender Offer Statement. Investors and Cascade Corporation
shareholders are strongly advised to read, before they make any decision with
respect to the tender offer, the Tender Offer Statement and the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed by
Cascade Corporation with the SEC and mailed to its shareholders, when they
become available, because they will contain important information about Toyota
Industries Corporation, Cascade Corporation, the tender offer, including the
various terms of, and conditions to, the tender offer, and other related
matters. These documents will be available at no charge on the SEC’s website
at www.sec.gov. A copy of the Tender Offer Statement and related tender offer
documents (once they become available) may be obtained free of charge by
directing a request to Toyota Industries Corporation, c/o MORROW & CO., LLC,
470 West Avenue, Stamford, Connecticut 06902 or by calling toll-free
800-662-5200 or emailing info@morrowco.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
the U.S. federal securities laws. These forward-looking statements include,
but are not limited to, statements as to the proposed acquisition of Cascade
Corporation by Toyota Industries Corporation, the anticipated timing of
filings and approvals relating to the transaction, the expected timetable for
commencing the tender offer and completing the transaction, expected long-term
growth for the combined company, plans for geographic expansion in the global
marketplace and any other statements about Toyota Industries Corporation or
Cascade Corporation’s managements’ future expectations, beliefs, goals, plans
or prospects. Any statements that are not statements of historical fact
(including any statements containing the words “believes,” “plans,”
“anticipates,” “expects,” “estimates,” and similar expressions) should also be
considered forward-looking statements. Readers are cautioned that all
forward-looking statements are based on current expectations and involve risks
and uncertainties and a number of factors could cause our actual results to
differ materially from any results indicated in this release or in any other
forward-looking statements made by us, or on our behalf. Factors that could
cause actual results to differ from these forward-looking statements include,
but are not limited to, the possibility that certain conditions to the offer
and the merger and to completion of the transactions will not be met, the
possibility that competing offers may be made, conditions affecting the
industries in which Toyota Industries Corporation or Cascade Corporation
operate may change, Toyota Industries Corporation may not be able to
successfully integrate Cascade Corporation’s operations and employees. The
forward-looking statements contained in this release speak only as of the date
on which they are made and, except as required by law, Toyota Industries
Corporation expresses no intention or undertake no obligation to update any
forward-looking statements to reflect events or circumstances after the date
of this press release and as a result, no undue reliance should be placed on
these forward-looking statements.

Photos/Multimedia Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50464143&lang=en

Multimedia
Available:http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50464143&lang=en

Contact:

Toyota Industries Corporation:
TICO
Takashi Yoshida, Manager, PR Department
+81 566-27-5157
or
Brunswick Group
Sarah Lubman / Monika Driscoll
+1 212-333-3810
or
Cascade Corporation:
Joseph G. Pointer, Chief Financial Officer
+1 503-669-6300
 
Press spacebar to pause and continue. Press esc to stop.