CECO Environmental Corp. (Nasdaq: CECO) (“CECO”), a leading
environmentally focused, diversified industrial company whose
solutions protect people, the environment, and industrial
equipment, today announced the closing of its acquisition of
Profire Energy, Inc., as of January 3, 2025, (formerly NASDAQ:
PFIE) (“Profire”), a technology company and industry-leading
provider of intelligent control solutions that enhance the
efficiency, safety, and reliability of industrial combustion
appliances while mitigating potential environmental impacts related
to the operation of these devices with its primary operations in
Lindon, Utah and Acheson, Alberta.
As previously announced, CECO, Combustion Merger
Sub and PFIE entered into an Agreement and Plan of Merger on
October 28, 2024, pursuant to which CECO commenced a cash tender
offer to acquire all of the issued and outstanding shares of PFIE
common stock at a price of $2.55 per share, in cash, without
interest, and subject to applicable withholding tax. Also as
previously disclosed, the tender offer expired at one minute after
11:59 P.M., New York City time, on December 31, 2024, after which
time CECO accepted for payment and paid for all shares validly
tendered.
On January 3, 2025, following the expiration of
the tender offer and acceptance for payment of the shares validly
tendered and not validly withdrawn pursuant to the tender offer and
the satisfaction of the remaining conditions to the merger, the
Company completed its acquisition of PFIE. As a result of the
completion of the transaction, PFIE’s common stock is no longer
listed on any public market. The aggregate consideration paid by
CECO to acquire the shares of PFIE was approximately $122.7M, which
CECO financed through a combination of cash on hand and borrowings
under its existing credit facility.“I am excited to welcome the
Profire team to CECO as we advance our strategic portfolio of
leading environmental solution businesses in niche energy and
industrial markets,” said Todd Gleason, CECO’s Chief Executive
Officer. “Together, I believe that we will accelerate Profire's
growth by accelerating expansion in new energy, industrial and
international markets.”
ABOUT CECO ENVIRONMENTALCECO
Environmental is a leading environmentally focused, diversified
industrial company, serving a broad landscape of industrial air,
industrial water, and energy transition markets globally through
its key business segments: Engineered Systems and Industrial
Process Solutions. Providing innovative technology and application
expertise, CECO helps companies grow their business with safe,
clean, and more efficient solutions that help protect people, the
environment and industrial equipment. In regions around the world,
CECO works to improve air quality, optimize the energy value chain,
and provide custom solutions for applications in power generation,
petrochemical processing, refining, midstream gas transport and
treatment, electric vehicle and battery production, metals and
mineral processing, polysilicon production, battery recycling,
beverage can production, and produced and oily water/wastewater
treatment along with a wide range of other industrial applications.
CECO is listed on Nasdaq under the ticker symbol “CECO.”
Incorporated in 1966, CECO’s global headquarters is in Dallas,
Texas. For more information, please visit www.cecoenviro.com.
SAFE HARBOR STATEMENTAny
statements contained in this Press Release, 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 and include, but are not limited to,
statements about CECO's expectations regarding the integration of
PFIE into CECO; the benefits of the acquisition of PFIE and the
expectations regarding the transaction's impact on CECO's strategic
growth plan. We use words such as "believe," "expect,"
"anticipate," "intends," "estimate," "forecast," "project," "will,"
"plan," “feel,” "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 that could cause actual results to differ materially
include risks regarding the effect of the transaction on business
relationships, operating results, and business generally,
disruption of current plans and operations and potential
difficulties in employee retention as a result of the transaction,
diversion of management’s attention from ongoing business
operations in connection with the integration of the transaction,
the outcome of any legal proceedings that have been or may in the
future be instituted related to the transaction, the amount of the
costs, fees, expenses and other charges related to the transaction,
the achievement of the anticipated benefits of the transaction, the
ability of PFIE to achieve its earnings guidance, our ability to
successfully integrate acquired businesses and realize the
synergies from acquisitions, as well as a number of factors related
to our business, including the sensitivity of our business to
economic and financial market conditions generally and economic
conditions in our service areas; dependence on fixed price
contracts and the risks associated therewith, including actual
costs exceeding estimates and method of accounting for revenue; the
effect of growth on our infrastructure, resources, and existing
sales; the ability to expand operations in both new and existing
markets; the potential for contract delay or cancellation as a
result of on-going or worsening supply chain challenges;
liabilities arising from faulty services or products that could
result in significant professional or product liability, warranty,
or other claims; changes in or developments with respect to any
litigation or investigation; failure to meet timely completion or
performance standards that could result in higher cost and reduced
profits or, in some cases, losses on projects; the potential for
fluctuations in prices for manufactured components and raw
materials, including as a result of tariffs and surcharges, and
rising energy costs; inflationary pressures relating to rising raw
material costs and the cost of labor; the substantial amount of
debt incurred in connection with our strategic transactions and our
ability to repay or refinance it or incur additional debt in the
future; the impact of federal, state or local government
regulations; our ability to repurchase shares of our common stock
and the amounts and timing of repurchases, if any; our ability to
successfully realize the expected benefits of our restructuring
program; our ability to successfully integrate acquired businesses
and realize the synergies from strategic transactions; the
unpredictability and severity of catastrophic events, including
cyber security threats, acts of terrorism or outbreak of war or
hostilities or public health crises, as well as management's
response to any of the aforementioned factors; and our ability to
remediate our material weakness, or any other material weakness
that we may identify in the future that could result in material
misstatements in our financial statements. Additional risks and
uncertainties are discussed under "Part I – Item 1A. Risk Factors"
of CECO's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 and may be included in subsequently
filed Quarterly Reports on Form 10-Q. Many of these risks are
beyond management's ability to control or predict. Should one or
more of these risks or uncertainties materialize, or should the
assumptions prove incorrect, actual results may vary in material
aspects from those currently anticipated. Investors are cautioned
not to place undue reliance on such forward-looking statements as
they speak only to our views as of the date the statement is made.
Except as required under the federal securities laws or the rules
and regulations of the Securities and Exchange Commission, we
undertake no obligation to update or review any forward-looking
statements, whether as a result of new information, future events
or otherwise.
CECO Company Contact:Peter
JohanssonChief Financial and Strategy
Officer888-990-6670796-5127
Investor Relations
Contact:Steven HooserThree Part
Advisors214-872-2710Investor.Relations@OneCECO.com
Profire Energy (NASDAQ:PFIE)
過去 株価チャート
から 12 2024 まで 1 2025
Profire Energy (NASDAQ:PFIE)
過去 株価チャート
から 1 2024 まで 1 2025