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Toro Announces Dutch Auction Tender Offer to Repurchase Shares
Mar 15, 2004
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Outdoor appliance maker The Toro Company announced that its Board of Directors approved the repurchase of up to 2.5 million shares of its common stock through a Dutch auction self-tender offer. The tender offer is expected to commence during the week of March 15, 2004 and extend through mid-April.

The tender offer price will range from U.S. $56.50 to $60.00 per share, or a total of $141.3 million to $150.0 million, if Toro purchases the maximum number of shares. This price range represents a 0.3- to 6.6-percent premium to the $56.31 closing price per share as reported by the New York Stock Exchange as of 4 p.m. U.S. ET on March 12, 2004.

The Dutch auction tender procedure allows stockholders to select the price within the specified range at which each stockholder is willing to sell all or a portion of its shares to Toro. The manufacturer said it will finance the tender offer from borrowings under its committed credit facilities. The tender offer is not subject to the receipt of financing. It is, however, subject to certain other customary conditions.

All of the shares that are properly tendered (and not properly withdrawn) at prices at or below the purchase price determined by Toro will be purchased at such purchase price, net to the seller in cash without interest, as promptly as practical after the expiration of the tender offer, subject to any withholding under applicable law, possible proration and provisions relating to conditional tenders.

Toro's Board of Directors has authorized the tender offer. The Board also approved the repurchase in the open market or in privately negotiated transactions, from time to time of an additional 1,000,000 shares in the aggregate, subject to a number of factors, including Toro's business and financial performance, general business and market conditions, and other factors the company may consider to be relevant.

Additionally, Toro's Board declared a regular quarterly cash dividend of $0.06 per share, payable April 12, 2004 to stockholders of record on March 22, 2004.

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