Ceco Environmental to acquire Profire Energy for $125M in cash

Ceco Environmental (CECO) and Profire Energy (PFIE) announced a definitive agreement where CECO will acquire Profire in an all-cash transaction. Profire is a leader in burner management technology and combustion control systems that provide mission-critical combustion automation and control solutions and services to improve environmental efficiency, safety and reliability for industrial thermal applications globally. Profire estimates its 2024 sales to be greater than $60M with adjusted EBITDA margins of approximately 20%. Under the terms of the agreement, a subsidiary of CECO will commence a tender offer to acquire all issued and outstanding shares of Profire common stock at a price of $2.55 per share, in cash, without interest and subject to applicable withholding tax. The tender offer will initially remain open for 20 business days from the date of commencement of the tender offer, subject to extension under certain circumstances. The transaction, which has been unanimously approved by Profire’s Board of Directors, implies an equity value of approximately $125M and a total enterprise value for Profire of approximately $108M. Upon completion of the transaction, Profire will become a wholly-owned subsidiary of CECO and shares of Profire’s common stock will no longer be listed on any public market. The parties anticipate that the combination will be completed in the first quarter of 2025.