CECO ENVIRONMENTAL CORP. Files 8-K: Material Definitive Agreement

TL;DR

CECO files 8-K for material agreement, expect updates.

AI Summary

On October 28, 2024, CECO ENVIRONMENTAL CORP. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing but are expected to be significant. The company also reported other events and filed financial statements and exhibits. This filing pertains to CECO ENVIRONMENTAL CORP., incorporated in Delaware with its principal business address in Addison, Texas.

Why It Matters

This 8-K filing indicates a significant new agreement for CECO ENVIRONMENTAL CORP., which could impact its future operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details in this initial report warrants a medium risk assessment.

Key Players & Entities

• CECO ENVIRONMENTAL CORP. (company) — Registrant
• October 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 5080 Spectrum Drive, Addison, TX 75001 (address) — Business address

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CECO The NASDAQ Stock Marke
• $0.001 — g shares of the common stock, par value $0.001 per share, of PFIE ("Common Stock") at
• $2 — "Common Stock") at a price per share of $2.55, in cash, without interest (the "Off
• $4,375,000 — y to the Company the termination fee of $4,375,000 in the event that (i) PFIE terminates t

Filing Documents

• tm2426882d1_8k.htm (8-K) — 58KB
• tm2426882d1_ex10-1.htm (EX-10.1) — 517KB
• tm2426882d1_ex99-1.htm (EX-99.1) — 25KB
• tm2426882d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• tm2426882d1_ex99-1img002.jpg (GRAPHIC) — 13KB
• 0001104659-24-111987.txt ( ) — 935KB
• ceco-20241028.xsd (EX-101.SCH) — 3KB
• ceco-20241028_lab.xml (EX-101.LAB) — 33KB
• ceco-20241028_pre.xml (EX-101.PRE) — 22KB
• tm2426882d1_8k_htm.xml (XML) — 4KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. Agreement and Plan of Merger On October 28, 2024, CECO Environmental Corp., a Delaware corporation (the "Company"), Combustion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Purchaser"), and Profire Energy, Inc., a Nevada corporation ("PFIE"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Capitalized terms used herein and not otherwise defined have the meaning set forth in the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will commence a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of the common stock, par value $0.001 per share, of PFIE ("Common Stock") at a price per share of $2.55, in cash, without interest (the "Offer Price"), subject to any withholding of taxes required by applicable law. The Offer will initially remain open for 20 business days from the date of commencement of the Offer, subject to extension under certain circumstances. The Merger Agreement provides that, following the consummation of the Offer, Merger Sub will merge with and into PFIE (the "Merger"), with PFIE surviving the Merger as a wholly owned subsidiary of the Company. The Merger will be governed by Section 92A.133 of the Nevada Revised Statutes (the "NRS"), with no shareholder vote required to consummate the Merger. In the Merger, each outstanding share of Common Stock (other than shares of Common Stock held in the treasury of PFIE, owned by a wholly-owned subsidiary of PFIE or by the Company, Merger Sub, or any other subsidiary of the Company) will be converted into the right to receive cash in an amount equal to the Offer Price, without interest. Immediately prior to the effective time of the Merger (the "Effective Time"), subject to the Merger Agreement, each Company restricted stock unit award that is outstanding, whether or not then vested, wi

01 Other Events

Item 8.01 Other Events. On October 29, 2024, the Company and PFIE issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Cautionary Notes Regarding Forward Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Any statements contained in this Current Report on Form 8-K, other than statements of historical fact, including statements about management's beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management's views and assumptions regarding future events and business performance. We use words such as "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," "will," "plan," "should" and similar expressions to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Potential risks and uncertainties, among others, that could cause actual results to differ materially are discussed under "Item 1A. Risk Factors" of the Company's Quarterly Reports on Form 10-Q and in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and include, but are not limited to: the parties' ability to complete the proposed transactions contemplated by the Merger Agreement in the anticipated timeframe or at all; the effect of the announcement or pendency of the proposed transaction on business relationships, operating results, and business

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Agreement and Plan of Merger, dated October 28, 2024 by and among CECO Environmental Corp., Combustion Merger Sub, Inc., and Profire Energy, Inc. 99.1 Press Release of CECO Environmental Corp. and Profire Energy, Inc., issued October 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of the omitted exhibits and schedules to the SEC on a supplemental basis upon its request.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 29, 2024 CECO Environmental Corp. By: /s/ Joycelynn Watkins-Asiyanbi Joycelynn Watkins-Asiyanbi Chief Legal and Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR