お知らせ • Jun 01
CECO Environmental Corp. (NasdaqGS:CECO) completed the acquistion of Thermon Group Holdings, Inc. (NYSE:THR).
CECO Environmental Corp. (NasdaqGS:CECO) agreed to acquire Thermon Group Holdings, Inc. (NYSE:THR) for $2.1 billion on February 23, 2026. Under the terms of the agreement, Thermon shareholders will have the ability to elect to receive, for each share of Thermon common stock they own, one of the following forms of consideration, mixed consideration consisting of $10 in cash and 0.6840 shares of CECO common stock, all-cash consideration of $63.89 per share, or all-stock consideration of 0.8110 shares of CECO common stock per share, in each case subject to proration and allocation procedures designed to ensure that the aggregate amount of cash and stock paid in the transaction does not exceed specified limits. Thermon shareholders who do not make an election will receive the mixed consideration. Following completion of the transaction, CECO will continue to be led by Chief Executive Officer Todd Gleason and the CECO Board of Directors, which will include two members of the current Thermon Board of Directors. The transaction will be financed through equity investment of $365 million and senior debt of $200 million. In the event these amendments are not obtained on or prior to the closing date of the merger, the Commitment Letter also provides a $700 million senior secured revolving credit facility to backstop and refinance the Company’s existing credit facility in full. Cash component funded through existing credit facilities, equity component via CECO common stock issuance to Thermon shareholders. Upon completion of the transaction, CECO and Thermon shareholders are expected to own approximately 62.5% and 37.5%, respectively, of the combined company. In case of termination of transaction, CECO Environmental Corp. will pay a termination fee of $105 million and seller will pay a termination fee of $74.70 million.
The transaction is subject to subject to antitrust regulations, approval of offer by acquirer shareholders, approval of offer by target shareholders, registration statement effectiveness(S-4 / F-4) and listing / approval of new shares on stock exchange. The deal has been unanimously approved by the board. The transaction is expected to close in mid-2026. The Federal Trade Commission granted CECO’s request for early termination of the HSR Act waiting period on April 2, 2026. As of April 28, 2026, the registration statement on Form S-4 has been declared effective by the SEC, and CECO and Thermon have mailed the definitive joint proxy statement/prospectus to their respective stockholders. Stockholder votes are expected to take place on May 27, 2026, as described in the joint proxy statement/prospectus. The transaction is expected to close in June. As of May 28, 2026, both companies’ stockholders approved the merger. The transaction is expected to close on or around June 1, 2026, subject to the satisfaction of customary closing conditions.
Citigroup Global Markets Holdings Inc. and fairness opinion provider of which $3 million is payable in connection with the delivery of Citi’s opinion, and TD Securities (USA) LLC acted as financial advisor for CECO Environmental Corp. The team of Gibson, Dunn & Crutcher LLP led by Jonathan Whalen, Jeffrey Chapman, Jonathan Sapp, Rachel Kleinberg, Gina Hancock, Krista Hanvey, Rachel Levick and Daniel Angel act as legal advisor for CECO Environmental Corp. Morgan Stanley (NYSE:MS) acted as financial advisor and fairness opinion provider for Thermon Group Holdings, Inc. The team of Sidley Austin LLP led by Scott Williams, Matt Stoker, Jeffrey Smith, Mike Heinz, Gregory Marrs, Kelly Dybala, Vadim Brusser, Jim Ducayet, Heather Palmer, Teresa Reuter, Peter McCorkell, William RM Long, Matthias Bruynseraede, Michael Lisak, Liz McCloy and Suresh Advani act as legal advisor for Thermon Group Holdings, Inc. In support of this transaction, CECO has obtained a committed financing package from BofA Securities, Inc. Citigroup Global Markets Holdings Inc act as fairness opinion provider for CECO Environmental. D.F. King & Co., Inc. acted as an information agent to CECO Environmental for total fees of upto $40,000. Innisfree M&A Incorporated acted as information agent to Thermon Group Holdings, Inc. for total fees of upto $75,000.
CECO Environmental Corp. (NasdaqGS:CECO) completed the acquisition of Thermon Group Holdings, Inc. (NYSE:THR) on June 1, 2026. Thermon requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, on Form 25 in order to initiate the delisting of Thermon Common Stock from the NYSE and the deregistration of Thermon Common Stock under Section 12(b).