Ceco Environmental and Thermon to Merge in $2.2B Deal
Ceco Environmental (CECO) and Thermon Group Holdings (THR) announced the companies have entered into a definitive agreement to combine in a stock and cash transaction valued at approximately $2.2B. The combined company is expected to generate approximately $40M of annual cost synergies within 36 months. Under the terms of the agreement, Thermon shareholders will have the ability to elect to receive, for each share of Thermon common stock they own, one of the following forms of consideration: (i) mixed consideration consisting of $10.00 in cash and 0.6840 shares of CECO common stock, (ii) all-cash consideration of $63.89 per share, or (iii) all-stock consideration of 0.8110 shares of CECO common stock per share, in each case subject to proration and allocation procedures designed to ensure that the aggregate amount of cash and stock paid in the transaction does not exceed specified limits. Thermon shareholders who do not make an election will receive the mixed consideration. The mixed consideration represents a total per share value of approximately $63.13, based on the closing stock price of $77.68 per share of CECO on February 23, 2026 which represents a 26.8% premium to the closing stock price of $49.77 per share of Thermon on February 23, 2026. Upon completion of the transaction, CECO and Thermon shareholders are expected to own approximately 62.5% and 37.5%, respectively, of the combined company. The transaction, which has been unanimously approved by the board of directors of both companies, is anticipated to close in mid-2026, subject to satisfaction of customary closing conditions. Following completion of the transaction, CECO will continue to be led by CEO Todd Gleason and the CECO Board of Directors, which will include two members of the current Thermon Board of Directors.
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- Earnings Announcement: CECO Environmental is scheduled to announce its Q4 2023 earnings on February 24 before market open, with a consensus EPS estimate of $0.41, reflecting a significant year-over-year increase of 51.9%, indicating strong profitability.
- Revenue Growth Expectations: The revenue for Q4 is projected to reach $205.39 million, representing a 29.5% year-over-year growth, showcasing CECO's robust market demand and potential for business expansion in the environmental sector.
- Historical Performance: Over the past two years, CECO has beaten EPS estimates 75% of the time and revenue estimates 63% of the time, demonstrating the company's financial stability and market confidence.
- Investor Engagement: CECO will also present at the 28th Annual Needham Growth Conference, further attracting investor interest and showcasing its business momentum and market outlook.

Market Reaction: Thermo Fisher's shares increased by 12.1% in pre-market trading following the announcement of a significant merger.
Merger Details: The merger involves Thermo Fisher and Coherent, valued at $2.2 billion, focusing on enhancing environmental technologies.
- Profit Decline: Ceco Environmental Corp. reported a fourth-quarter net profit of $3.1 million, or $0.08 per share, down from $4.8 million and $0.13 per share last year, indicating a weakening in profitability.
- Revenue Growth: Despite the profit decline, the company's revenue increased by 35.4% year-over-year to $214.7 million from $158.6 million, reflecting strong market demand and operational performance.
- Financial Comparison: Ceco's earnings per share fell by 38.5% compared to last year, which may negatively impact investor confidence, although revenue growth suggests potential for business expansion.
- Market Reaction: The decline in profitability could lead to a cautious outlook from the market regarding Ceco's future performance, prompting investors to monitor how the company addresses the challenges of declining profitability.
- Acquisition Overview: CECO Environmental has agreed to acquire Thermon Group in a stock and cash deal valued at approximately $2.2 billion, which is expected to further solidify CECO's leadership in industrial environmental and thermal solutions.
- Shareholder Options: Thermon shareholders can elect to receive a mixed consideration of $10 in cash and 0.6840 shares of CECO stock per common share, an all-cash option of $63.89 per share, or an all-stock option of 0.8110 shares of CECO stock, with the mixed consideration totaling $63.13, representing a 26.8% premium over Thermon's closing price on February 23.
- Post-Merger Equity Structure: Upon completion of the transaction, CECO and Thermon shareholders will own 62.5% and 37.5% of the combined company, respectively, creating a robust industrial solutions platform expected to generate approximately $40 million in annual cost synergies within 36 months.
- Management Changes: The combined company will continue to be led by CECO CEO Todd Gleason, with two Thermon directors joining the CECO board, enhancing the diversity and expertise of the management team.
- Significant Revenue Growth: CECO Environmental reported Q4 revenue of $214.7 million, a 35.4% year-over-year increase, exceeding market expectations by $9.31 million, indicating strong demand and an increase in market share in the environmental sector.
- Orders and Backlog: The company recorded total orders of $329.3 million, up 50%, with a backlog of $793.1 million, a 47% increase, suggesting a robust foundation for future performance and sustained market confidence.
- Adjusted EBITDA Surge: Adjusted EBITDA reached $29.8 million, a 57% increase, reflecting the company's success in cost control and operational efficiency, thereby enhancing its profitability and financial health.
- 2026 Outlook Raised: CECO raised its 2026 revenue outlook to between $925 million and $975 million, approximately a 25% increase from the previous guidance of $850 million to $950 million, demonstrating the company's optimistic view of future market conditions and proactive strategic adjustments.

- Significant Order Growth: CECO Environmental reported total orders of $1.064 billion for 2025, marking a 59% year-over-year increase, which highlights the strong demand and growth potential in the market, particularly in the power generation sector.
- Revenue and Profit Increase: The company achieved revenues of $774.4 million in 2025, up 39%, with gross profit reaching $269.2 million, a 37% increase, indicating successful execution and market expansion that further solidifies its industry position.
- Strategic Merger Announcement: CECO announced a merger transaction with Thermon Group, expected to close in mid-2026, which will enhance CECO's competitiveness in the industrial heating solutions market and drive future growth.
- 2026 Outlook Raised: The company raised its 2026 revenue outlook to between $925 million and $975 million, approximately a 25% increase from the previous guidance of $850 million to $950 million, reflecting confidence in future market conditions and ongoing business expansion plans.





