M&A - CECO ENVIRONMENTAL CORP

Form Type: DEF 14A

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025004649

Filing Summary: CECO Environmental Corp. filed a definitive proxy statement for their Annual Meeting scheduled on May 20, 2025, which will be held virtually. The meeting will include the election of eight directors, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as auditors. In 2024, CECO achieved record revenues and EBITDA, indicating strong financial health. The company completed three acquisitions to enhance its industrial air business and intends to sell its Fluid Handling business, which was completed in March 2025. The company is optimistic about future growth driven by trends in power generation and natural gas infrastructure. Stockholders of record as of March 25, 2025, are encouraged to vote on matters presented in the proxy materials, which were made available on April 10, 2025.

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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025050881

Filing Summary: On March 31, 2025, CECO Environmental Corp. completed a membership interest purchase agreement with May River Capital, via Tusk Industrial OpCo Acquisition LLC, to sell its Fluid Handling business, also referred to as Global Pump Solutions. This business includes three brands: Dean, Fybroc, and Sethco, focusing on severe service industrial pumps and operating mainly from facilities in Indianapolis, Indiana, and Telford, Pennsylvania. The deal was valued at $109.5 million, of which CECO received approximately $106 million in cash and had about $3 million held in escrow for adjustments. The company retained historical asbestos liabilities. The agreement includes standard representations, warranties, and covenants from both parties. On April 1, 2025, CECO released further information regarding the divestiture via a press release.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925000843

Filing Summary: On January 3, 2025, CECO Environmental Corp completed its acquisition of Profire Energy, Inc. (PFIE) following the expiration of a cash tender offer that commenced on December 3, 2024. The tender offer was initiated after entering into a Merger Agreement on October 28, 2024, and it offered $2.55 per share for all outstanding shares of PFIE. As of the expiration of the offer on December 31, 2024, approximately 39.7 million shares were validly tendered, representing 86.31% of the total shares. The acquisition was finalized without a shareholder vote in compliance with Nevada law, with PFIE becoming a wholly-owned subsidiary of CECO. The total consideration for the shares and cancelled restricted stock units amounted to approximately $118.3 million and $4.5 million, respectively. Following the merger, the shares of PFIE ceased trading on Nasdaq, and arrangements are being made to delist and deregister the shares from the Exchange Act.

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