공시 • Aug 05
Acuren Corporation (NYSEAM:TIC) completed the acquisition of NV5 Global, Inc. (NasdaqGS : NVEE) from Cercano Management LLC, Dickerson Wright and others.
Acuren Corporation (NYSEAM:TIC) enter into a non-binding indication of interest to acquire NV5 Global, Inc. (NasdaqGS : NVEE) from Cercano Management LLC, Dickerson Wright and others on March 12, 2025. Acuren Corporation entered into an agreement to acquire NV5 Global, Inc. from Cercano Management LLC, Dickerson Wright and others for approximately $1.6 billion on May 14, 2025. NV5 stockholders will receive $23 per share consisting of $10 in cash and $13 in shares of Acuren common stock at closing. NV5 stockholders will receive 1.3636 shares of Acuren common stock for each of their shares of NV5 common stock if the Closing Price is at or below $9.53, and 1.1157 shares of Acuren common stock for each of their shares of NV5 common stock if the Closing Price is at or above $11.65. The total consideration for NV5 is approximately $1.7 billion. Upon closing of the transaction, current Acuren stockholders will own ~60%, and current NV5 stockholders will own ~40% of the combined company, subject to adjustment based on the price of Acuren shares at closing. The cash portion of the acquisition will be funded by a fully committed approximately $850 million term-loan facility and $25 million senior secured incremental revolving facility. In connection with the execution of the Merger Agreement, on May 14, 2025, Acuren entered into a debt commitment letter (the “Debt Commitment Letter”), pursuant to which certain financial institutions (the “Lenders”) have committed to provide Acuren with debt financing in an aggregate principal amount of approximately $880 million. All of NV5’s existing bank indebtedness will be repaid in connection with the closing of the transactions. Dickerson Wright, Executive Chairman and Founder of NV5, and Ben Heraud, Chief Executive Officer of NV5, are expected to join the Board of Acuren along with one additional mutually agreed independent director. The agreement contains certain termination rights for both Acuren and NV5. If the agreement is terminated in certain circumstances, Acuren or NV5 would be required to pay the other party a termination fee of approximately $48.6 million.
The transaction has been unanimously approved by the Acuren and NV5 board. The transactions are subject to approval by stockholders of both Acuren and NV5 and receipt of regulatory approvals, Antitrust approval, the effectiveness of the registration statement on Form S-4 for the registration of the Acuren Stock, the authorization for listing of the Acuren Common Stock issuable pursuant to the Merger Agreement on the NYSE and other customary closing conditions. In addition, the Merger Agreement provides for a 60-day “go-shop” period for NV5, pursuant to which during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. on July 14, 2025. The transaction is expected to close in the second half of 2025. The merger is expected to be immediately accretive to Acuren stockholders, with further value creation potential to come from an estimated $20 million in near-term cost synergies along with substantial potential long-term revenue synergy opportunities. As of July 14, 2025, the 60-day “go-shop” period in connection with transaction has been expired at 11:59 p.m. NV5 did not receive an NV5 Superior Proposal (as such term is defined in the Merger Agreement) during the Go-Shop Period. The transactions contemplated by the Merger Agreement (the “Transactions”) are expected to close in August of 2025. As of July 31, 2025, Acuren Corporation and NV5 Global shareholders approved the deal.
Jefferies LLC acted as exclusive financial advisor to Acuren and is providing committed financing for the transaction. Alan I. Annex of Greenberg Traurig P.A. acted as legal counsel to Acuren. Roth Capital Partners acted as financial advisor to NV5. Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal counsel to NV5. Robert W. Baird Co acted as financial advisor and fairness opinion provider to NV5 and will receive a fee of $500,000 on June 18, 2025 (the “Retainer”), will receive a fee of $1.5 million (the “Solicitation Fee”) upon the earlier of the consummation of a Merger or the termination of Baird’s engagement, and will receive a fee of $3 million (less the Retainer) plus 5% of the aggregate consideration received by the holders of NV5 Common Stock in excess of the Merger Consideration contingent on consummation of a transaction by Acuren or a fee of 0.80% of the aggregate consideration received by the holders of NV5 Common Stock (less the Retainer and the Solicitation Fee) contingent on consummation of a transaction by any party other than Acuren, for its services. NV5 also paid Baird a fee of $1.5 million upon delivery of its opinion, which fee was payable regardless of the conclusion reached in such opinion and regardless of whether the Merger is consummated.. Computershare Trust Company, N.A. acted as transfer agent to Acuren. Georgeson LLC acted as information agent to Acuren and will receive a fee equal to $15,000 plus out of pocket expenses. Cooley LLP acted as independent legal counsel to the NV5 Special Committee.
Acuren Corporation (NYSEAM:TIC) completed the acquisition of NV5 Global, Inc. (NasdaqGS : NVEE) from Cercano Management LLC, Dickerson Wright and others on August 4, 2025. All regulatory approvals received. NV5’s common stock has ceased trading immediately prior to market open on August 4, 2025, and will no longer be listed on the NASDAQ. Acuren’s common stock will continue to be listed on the New York Stock Exchange with the ticker symbol TIC.