CECO Environmental Completes Asset Acquisition

TL;DR

CECE just bought some assets, details TBD.

AI Summary

On January 2, 2025, CECO ENVIRONMENTAL CORP. (CECE) announced the completion of its acquisition of certain assets from an unnamed seller. The filing does not disclose the specific dollar amount of the transaction or the name of the seller, but it indicates that the acquisition is considered a significant event for the company.

Why It Matters

This acquisition signifies CECO Environmental's strategic growth and expansion into new assets, potentially impacting its market position and future revenue streams.

Risk Assessment

Risk Level: medium — The lack of specific financial details and the identity of the seller in this 8-K filing introduces uncertainty regarding the true value and implications of the acquisition.

Key Players & Entities

• CECO ENVIRONMENTAL CORP. (company) — Registrant
• January 2, 2025 (date) — Date of earliest event reported

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 (the "Shares") at a
• $2 — (the "Shares") at a price per share of $2.55, in cash, without interest (the "Off
• $118.3 million — Offer and the Merger was approximately $118.3 million. The aggregate consideration to be paid
• $4.5 million — cted stock unit awards is approximately $4.5 million. The Company provided Purchaser with th

Filing Documents

• tm2426882d15_8k.htm (8-K) — 35KB
• 0001104659-25-000843.txt ( ) — 208KB
• ceco-20250102.xsd (EX-101.SCH) — 3KB
• ceco-20250102_lab.xml (EX-101.LAB) — 33KB
• ceco-20250102_pre.xml (EX-101.PRE) — 22KB
• tm2426882d15_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously announced, 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"), pursuant to which, and upon the terms and subject to the conditions thereof, on December 3, 2024, Purchaser commenced a cash tender offer to acquire all of the issued and outstanding shares of the common stock, par value $0.001 per share, of PFIE (the "Shares") at a price per share of $2.55, in cash, without interest (the "Offer Price"), and subject to any withholding taxes required by applicable law, upon the terms and conditions set forth in the Offer to Purchase dated December 3, 2024 (as amended or supplemented, the "Offer to Purchase"), and in the related Letter of Transmittal and Notice of Guaranteed Delivery (together with the Offer to Purchase, the "Offer"). The Offer expired at one minute after 11:59 P.M., New York City time, on December 31, 2024 (the "Offer Expiration Time"). The Depositary and Paying Agent (as defined in the Offer to Purchase) advised the Company that, as of the Offer Expiration Time, a total of 39,688,706 Shares were 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 Shares issued and outstanding as of the Offer Expiration Time. As of the Offer Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition (as defined in the Offer to Purchase), and all other conditions to the Offer were satisfied or waived. Purchaser has irrevocably accepted for paym

01 Other Events

Item 8.01 Other Events. On January 2, 2025, the Company issued a press release providing information about the expiration and results of the Offer. The full text of the press release issued by the Company is attached as Exhibit (a)(5)(D) to the Schedule TO-T/A filed by the Company and Purchaser on January 2, 2025, and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 2.1* Agreement and Plan of Merger, dated October 28, 2024 by and among CECO Environmental Corp., Combustion Merger Sub, Inc., and Profire Energy, Inc. (incorporated herein by reference to Exhibit 10.1 the Company's Current Report on Form 8-K filed on October 29, 2024). 99.1 Press Release of the Company, issued January 2, 2025 (incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule TO-T/A filed by the Company and Purchaser on January 2, 2025). 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. 3

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: January 3, 2025 CECO Environmental Corp. By: /s/ Joycelynn Watkins-Asiyanbi Joycelynn Watkins-Asiyanbi Chief Legal and Administrative Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR