CECO and Thermon Merger Approved by Shareholders
CECO Environmental (CECO) and Thermon Group Holdings (THR) announced that both companies' stockholders overwhelmingly voted to approve the previously announced strategic combination at their respective stockholder meetings held earlier today. Preliminary results showed that approximately 99.93% of votes cast at CECO's annual meeting were voted in favor of the transaction, and nearly 99.97% of the votes cast at Thermon's meeting were in support of the combination. The transaction is expected to close on or around June 1, subject to the satisfaction of customary closing conditions. The parties also announced the results of the elections made by Thermon stockholders of record regarding the form of consideration they wish to receive in exchange for their shares of Thermon common stock in connection with the transaction. As previously disclosed, the deadline to have made such an election was 5:00 p.m. Central Time on May 22. As further described in the election materials and in the parties' joint proxy statement/prospectus dated April 23, each Thermon stockholder will be entitled to receive, for each share of Thermon common stock held immediately prior to the closing of the transaction, one of the following forms of merger consideration: $63.89 in cash, without interest; 0.8110 of a share of CECO common stock; or a combination of $10.00 in cash, without interest, and 0.6840 of a share of CECO common stock. The Cash Consideration and Stock Consideration are subject to proration as set forth in the merger agreement. Based on the final results of the merger consideration election: Thermon stockholders of record of approximately 41.18% of the outstanding shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive approximately $1.48 in cash and 0.7920 of a share of CECO common stock per share of Thermon common stock; Thermon stockholders of record of approximately 6.50% of the outstanding shares of Thermon common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $63.89 in cash per share of Thermon common stock; and Thermon stockholders of record of approximately 19.22% of the outstanding shares of Thermon common stock elected to receive the Mixed Consideration and, in accordance with the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $10.00 in cash and 0.6840 of a share of CECO common stock per share of Thermon common stock.
