Ceco Environmental commences tender offer for Profire Energy shares

CECO Environmental (CECO) announced that its affiliate, Combustion Merger Sub, commenced the previously announced cash tender offer for all of the issued and outstanding shares of common stock of Profire Energy (PFIE) at a price of $2.55 per share, net to the seller, in cash, without interest and less applicable withholding taxes. The tender offer is being made pursuant to the merger agreement executed on October 28, 2024 and announced by CECO and PFIE on October 29, 2024, under which Purchaser agreed to acquire PFIE in a transaction valued at approximately $125 million. Purchaser is a wholly owned subsidiary of CECO. The $2.55 per share all-cash tender offer represents a premium of approximately 60.3% to the 30-day volume-weighted average price, as well as a premium of approximately 46.5% over PFIE’s closing share price on October 25, 2024, the last trading day prior to the date CECO and PFIE entered into the Merger Agreement. A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal setting forth the terms and conditions of the tender offer has been filed today with the U.S. Securities and Exchange Commission by Purchaser. Additionally, PFIE will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of PFIE’s board of directors that PFIE’s stockholders tender their shares in the tender offer. The tender offer will expire one minute after 11:59 P.M., New York City time on December 31, 2024, unless the tender offer is extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The completion of the tender offer is conditioned upon, among other things, PFIE’s stockholders tendering at least a majority of PFIE’s then outstanding shares of common stock and other customary closing conditions.