M&A: PROFIRE ENERGY INC

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925000864

Comments: On January 2, 2025, Profire Energy, Inc. accepted for payment all shares validly tendered in the previously announced tender offer. Following this acceptance, on January 3, 2025, Purchaser merged with the Company, resulting in the Company becoming a wholly owned subsidiary of CECO Environmental Corp. The tender offer commenced on December 3, 2024 and expired on December 31, 2024, with 39,688,706 shares tendered, representing approximately 86.31% of the outstanding shares. Shareholders received $2.55 per share in cash as the Merger Consideration. Prior to the Merger, the Company terminated its 2014 and 2023 Equity Incentive Plans. Post-Merger, the Company requested NASDAQ to suspend trading of its shares and delist them in connection with the transaction. The Company also intends to file for termination of registration under the Exchange Act, effectively ending its reporting obligations.

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Form Type: POS AM

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925000868

Comments: On January 3, 2025, CECO Environmental Corp. completed its acquisition of Profire Energy, Inc. This acquisition was executed pursuant to the Agreement and Plan of Merger dated October 28, 2024, involving Parent, Combustion Merger Sub, Inc., and Profire Energy. Following this merger, Profire Energy is now a wholly owned subsidiary of CECO Environmental Corp. Consequently, Profire Energy has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, including the Registration Statement identified as 333-225508. The effective deregistration of all securities, which remain unsold as of the date of this Post-Effective Amendment, has been filed, reflecting this change.

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Form Type: S-8 POS

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925000869

Comments: On January 3, 2025, CECO Environmental Corp., through a merger, completed its acquisition of Profire Energy, Inc. The merger involved Combustion Merger Sub, Inc., a wholly owned subsidiary of CECO, merging into Profire Energy, with Profire continuing as a wholly owned subsidiary of CECO. Consequently, Profire Energy has terminated all offerings of its securities under existing registration statements, including the relevant Registration Statements filed on June 16, 2023, November 25, 2014, and July 19, 2013. The company is effectuating the deregistration of any unsold securities under these statements through post-effective amendments.

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Form Type: S-8 POS

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925000870

Comments: On January 3, 2025, CECO Environmental Corp. completed its acquisition of Profire Energy, Inc. This acquisition occurred pursuant to an Agreement and Plan of Merger dated October 28, 2024. In this process, Combustion Merger Sub, Inc., a wholly owned subsidiary of CECO Environmental, merged with and into Profire Energy, with Profire continuing as the surviving corporation and becoming a wholly owned subsidiary of CECO Environmental. As a consequence of this merger, Profire Energy has terminated all offerings of its securities under the existing registration statements with the SEC, and has deregistered any securities that remain unsold.

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Form Type: S-8 POS

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000871

Comments: On January 3, 2025, CECO Environmental Corp. completed its acquisition of Profire Energy, Inc. pursuant to an Agreement and Plan of Merger. The merger involved Combustion Merger Sub, Inc., a wholly owned subsidiary of CECO, merging with Profire, which will continue as a wholly owned subsidiary of CECO. Consequently, Profire has terminated all offerings of its securities under previously filed registration statements, including Registration Numbers 333-272748, 333-200565, and 333-190049. The document serves as a post-effective amendment to deregister any unsold securities under these statements, reflecting the completion of the merger and cessation of registration effectiveness.

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