공시 • Jan 02
CECO Environmental Corp. (NasdaqGS:CECO) completed the acquisition of Profire Energy, Inc. (NasdaqCM:PFIE) from Hatch Family Holdings Company, LLC, Ryan Oviatt, Cameron Tidball and others.
CECO Environmental Corp. (NasdaqGS:CECO) entered into an Agreement and Plan of Merger to acquire Profire Energy, Inc. (NasdaqCM:PFIE) from Hatch Family Holdings Company, LLC, Ryan Oviatt, Cameron Tidball and others for approximately $120 million on October 28, 2024. Under the terms of the agreement, CECO will commence a tender offer to acquire all issued and outstanding shares of Profire common stock at a price of $2.55 per share, in cash, without interest and subject to applicable withholding tax. The tender offer will initially remain open for 20 business days from the date of commencement of the tender offer, subject to extension under certain circumstances. The transaction implies an equity value of approximately $125 million and a total enterprise value for Profire of approximately $108 million. Following a successful completion of the tender offer, including the satisfaction of certain customary conditions, CECO will acquire all remaining untendered shares of Profire common stock at the same price of $2.55 per share in cash through a merger of Merger Sub with Profire, with Profire continuing as the surviving corporation. In case of termination, Profire will be required to pay CECO a termination fee of $4,375,000. Upon completion of the transaction, Profire will become a wholly-owned subsidiary of CECO and shares of Profire’s common stock will no longer be listed on any public market.
The tender offer is subject to customary closing conditions, including that at least a majority of the outstanding shares of Profire’s common stock are tendered and not withdrawn in the tender offer and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction has been unanimously approved by Profire and CECO Board of Directors. The parties anticipate that the combination will be completed in the first quarter of 2025.
Stephens Inc. is serving as financial advisor as well as fairness opinion provider and Sam Gardiner, Ryan H. Ferris, Bruce F. Perce, Stephanie Vasconcellos, Rich Assmus, Lauren Shurman, Scott Perlman, David Saye, Jason Bazar, Karen Kim, Ryan Liebl, Arsen Kourinian and Roger Patrick of Mayer Brown LLP is serving as legal counsels to Profire. CECO Environmental Corp. is being advised by Steven Cade, Jessica Lochmann, and Clyde Tinnen of Foley & Lardner LLP (Legal), and KPMG acted as Accountant to CECO Environmental Corp.
CECO Environmental Corp. (NasdaqGS:CECO) completed the acquisition of Profire Energy, Inc. (NasdaqCM:PFIE) from Hatch Family Holdings Company, LLC, Ryan Oviatt, Cameron Tidball and others on January 2, 2025. The tender offer expired on December 31, 2024. As of the Expiration Time, a total of 39,688,706 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, and it has received commitments to tender 337,815 additional Shares under the guaranteed delivery procedures described in the Offer, representing in the aggregate approximately 86.31% of the outstanding Shares. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition, and all other conditions to the Offer described in the Offer to Purchase relating to the Offer were satisfied or waived. CECO irrevocably accepted for payment all Shares validly tendered and not validly withdrawn, including Shares validly tendered pursuant to the guaranteed delivery procedures, and will promptly pay for all such tendered Shares in accordance with the terms of the Offer. CECO intends to promptly complete its acquisition of PFIE through the merger of Purchaser with and into PFIE, in which each Share issued and outstanding that is not irrevocably accepted for payment in the Offer will be cancelled and converted into the right to receive $2.55 per share, in cash, without interest and less any required withholding taxes. As a result of the merger, PFIE will become a wholly owned subsidiary of CECO. In addition, the Shares will cease to trade on and be delisted from the Nasdaq Capital Market.