Toyota Industries Corporation Announces Certification of Substantial Compliance and Extension of Cash Tender Offer for Shares of Cascade Corporation

Thu Feb 28, 2013 7:08pm EST

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KARIYA, Japan--(Business Wire)--
Toyota Industries Corporation (Tokyo Stock Exchange: 6201) ("TICO") today
announced that Industrial Components and Attachments II, Inc., an indirect
wholly owned subsidiary of TICO, has extended its tender offer for all
outstanding common shares of Cascade Corporation (NYSE: CASC) ("Cascade") for
$65.00 per share (the "Offer"). The Offer was scheduled to expire at 12:00
midnight, New York City time, on Thursday, February 28, 2013. With the consent
of Cascade, the Offer has been extended to expire at 12:00 midnight, New York
City time, on Thursday, March 21, 2013, unless further extended. All other terms
and conditions of the Offer remain unchanged. 

As previously announced, TICO received a Request for Additional Information and
Documentary Material (the "Second Request") from the Antitrust Division of the
Department of Justice (the "Antitrust Division") with respect to the Offer. On
February 15, 2013, TICO certified to the Antitrust Division substantial
compliance with the Second Request. Additionally, TICO provided a timing
commitment to the Antitrust Division pursuant to which TICO committed not to
close the transaction prior to 30 days thereafter without the consent of the
Antitrust Division and to provide at least 10 days notice to the Antitrust
Division prior to consummating the acquisition of Cascade. Cascade informed TICO
that it also received a Request for Additional Information and Documentary
Material from the Antitrust Division and that it is currently in the process of
responding to such request and intends to cooperate with the Antitrust Division
with respect to such request. TICO expects to continue to work cooperatively
with the Antitrust Division as it completes its review of the proposed
transaction in order to respond to and resolve expeditiously any questions the
Antitrust Division may have. The Offer is now scheduled to expire at 12:00
midnight, New York City time, on Thursday, March 21, 2013. The transaction is
expected to be completed immediately upon receiving regulatory approval from the
Antitrust Division. 

Computershare Trust Company, N.A., the depositary for the Offer, has advised
TICO that, as of 5:00 p.m., New York City time, on February 28, 2013, 9,990,707
shares of common stock of Cascade had been validly tendered and not properly
withdrawn in the Offer (including 486,973 shares tendered pursuant to notices of
guaranteed delivery), representing approximately 89.2% of Cascade`s outstanding
shares. Shareholders who have already tendered their shares of common stock of
Cascade do not have to re-tender their shares or take any other action as a
result of the extension of the expiration date of the Offer. 

Nomura Securities is serving as exclusive financial advisor to TICO and White &
Case LLP is serving as TICO`s 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 has caused its 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 has been mailed to Cascade
Corporation shareholders). Any offers to purchase or solicitations of offers to
sell shares of Cascade Corporation Common Stock are 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 has been filed by
Cascade Corporation with the SEC and mailed to its shareholders, because they
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 are 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.

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



Copyright Business Wire 2013

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