CINCINNATI and DALLAS, June 12,
2015 /PRNewswire/ -- CECO Environmental Corp. ("CECO")
(NasdaqGM: CECE) and PMFG, Inc. ("PMFG") (NasdaqGM: PMFG) today
announced that the U.S. Federal Trade Commission ("FTC") granted
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") relating to
CECO's previously announced acquisition of PMFG.
As previously announced on May 4,
2015, CECO and PMFG entered into a definitive merger
agreement (the "Merger Agreement") in which CECO will acquire all
of the outstanding shares of PMFG common stock for cash and stock
valued at $6.85 per share.
Termination of the HSR Act waiting period satisfies a condition
to closing of the proposed transaction. The closing is also
subject to approval of the stockholders of both CECO and PMFG and
other customary closing conditions, including the effectiveness of
CECO's Registration Statement on Form S-4, which was initially
filed with the SEC on June 9,
2015.
About CECO Environmental Corp.
CECO Environmental Corp. is a leading global environmental,
energy and fluid handling technology company. Through its
well-known brands, CECO Environmental Corp. provides a wide
spectrum of products and services including dampers &
diverters, cyclonic technology, thermal oxidizers, filtration
systems, scrubbers, fluid handling equipment and plant engineered
services and engineered design build fabrication. These products
play a vital role in helping companies achieve exacting production
standards, meeting increasing plant needs and stringent emissions
control regulations around the globe. CECO Environmental Corp.
globally serves a broad range of markets and industries including
power, municipalities, chemical, industrial manufacturing,
refining, petrochemical, metals, minerals & mining, hospitals
and universities. CECO Environmental Corp. is focused on building
long-term shareholder value by bringing its unique technology,
portfolio and operational excellence to strategic key growth
markets around the world, while maintaining the highest standards
of employee development, project execution and safety
leadership.
CECO Environmental Corp. is listed on NASDAQ under the ticker
symbol "CECE". For more information about CECO Environmental Corp.,
please visit the company's website at www.cecoenviro.com.
Contact:
Corporate Information
Jeff Lang, Chief Executive Officer
Ed Prajzner, Chief Financial Officer
1-800-333-5475
or
Investor Relations:
Shawn Severson
The Blueshirt Group
Phone: (415) 489-2198
Email: Shawn@blueshirtgroup.com
About PMFG, Inc.
PMFG, Inc. is a leading provider of custom-engineered systems
and products designed to help ensure that the delivery of energy is
safe, efficient and clean. PMFG primarily serves the markets for
power generation natural gas infrastructure, and petrochemical
processing. Headquartered in Dallas,
Texas, PMFG markets its systems and products
worldwide.
PMFG, Inc. is listed on NASDAQ under the ticker symbol "PMFG."
For more information about PMFG, Inc. please visit the company's
website at www.pmfginc.com.
Contact:
Mr. Peter J. Burlage, Chief
Executive Officer
Mr. Ronald L. McCrummen, Chief
Financial Officer
PMFG, Inc.
Phone: (214) 357-6181
Fax: (214) 351-0194
www.peerlessmfg.com
or
Mr. Shawn Severson
The Blueshirt Group
Phone: (415) 489-2198
Email: Shawn@blueshirtgroup.com
Important Information for Investors and
Stockholders
The information in this press release is not a substitute for
the Registration Statement on Form
S-4 that CECO filed with the U.S. Securities and Exchange
Commission (the "SEC") on June 9,
2015, as may be amended, which included a prospectus with
respect to shares of CECO common stock to be issued in the merger
and a proxy statement of each of CECO and PMFG in connection with
the merger between CECO and PMFG (the "Prospectus/Proxy
Statement"). The Prospectus/Proxy Statement will be sent or given
to the stockholders of CECO and PMFG when it becomes effective.
CECO's AND PMFG's SECURITY HOLDERS ARE ADVISED TO READ THE
PROSPECTUS/PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The Prospectus/Proxy
Statement and other documents that will be filed with the SEC by
CECO and PMFG will be available without charge at the SEC's
website, www.sec.gov, or by directing a request when such a filing
is made to (1) CECO Environmental Corp. by mail at 4625 Red Bank
Road Suite 200, Cincinnati, Ohio
45227, Attention: Investor Relations, by telephone at 800-333-5475
or by going to CECO's Investor page on its corporate website at
www.cecoenviro.com; or (2) PMFG, Inc. by mail at 14651 North Dallas
Parkway Suite 500, Dallas, Texas
75254, Attention: Investor Relations, by telephone at 877-879-7634,
or by going to PMFG's Investors page on its corporate website at
www.pmfginc.com. A final proxy statement or proxy/prospectus
statement will be mailed to stockholders of CECO and PMFG as of
their respective record dates.
The information in this press release is neither an offer to
sell nor the solicitation of an offer to sell, subscribe for or buy
any securities, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. This communication
is also not a solicitation of any vote in any jurisdiction pursuant
to the proposed transactions or otherwise. No offer of securities
or solicitation will be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Proxy Solicitation
CECO and PMFG, and certain of their respective directors,
executive officers and other members of management and employees
may be deemed participants in the solicitation of proxies in
connection with the proposed transactions. Information about the
directors and executive officers of CECO is set forth in the proxy
statement for CECO's 2015 annual meeting of stockholders and CECO's
10-K for the year ended December 31,
2014. Information about the directors and executive officers
of PMFG is set forth in the proxy statement for PMFG's 2014 annual
meeting of shareholders and PMFG's Form 10-K for the year ended
June 28, 2014. Investors may obtain
additional information regarding the interests of such participants
in the proposed transactions by reading the prospectus/proxy
statement for such proposed transactions.
Safe Harbor for Forward-Looking Statements
Any statements contained in this press release other than
statements of historical fact, including statements about
management's beliefs and expectations of the proposed merger and
related transactions and future results, are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and should be evaluated accordingly. These
statements are made on the basis of management's views and
assumptions regarding future events and business performance. Words
such as "estimate," "believe," "anticipate," "expect," "intend,"
"target," "should," "may," "will" and similar expressions and their
negative forms are intended 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. These risks and uncertainties include the ability to
complete the proposed merger and related transactions between CECO
and PMFG; the receipt of stockholder approvals; the availability of
financing contemplated by the bank commitment obtained by CECO in
connection with the proposed acquisition; the ability to
successfully integrate CECO's and PMFG's operations, product lines,
technologies and employees; the ability to realize revenue and
customer growth opportunities, combined revenue goals, marketing
and cost synergies from the proposed merger between CECO and PMFG
in a timely manner or at all; factors related to the businesses of
CECO and PMFG including economic, political and financial market
conditions generally and economic conditions in CECO's and PMFG's
target markets; dependence on fixed-price contracts and the risks
associated with those contracts, including actual costs exceeding
estimates and method of accounting for contract revenue;
fluctuations in operating results from period-to-period due to
cyclicality of the businesses; the effect of the merger and related
transactions on each of CECO's and PMFG's infrastructure,
resources, and existing sales; the ability to expand operations in
both new and existing markets; the potential for contract delay or
cancellation; changes in or developments with respect to any
litigation or investigation; unknown, underestimated or undisclosed
commitments or liabilities; the potential for fluctuations in
prices for manufactured components and raw materials; the potential
impact of the announcement or consummation of the proposed
transactions on the parties' relationships with third parties,
which may make it more difficult to maintain business and
operational relationships; the substantial amount of debt expected
to be incurred in connection with the proposed merger and CECO's
ability to repay or refinance it, incur additional debt in the
future or obtain a certain debt coverage ratio; diversion of
management time from each of CECO's and PMFG's ongoing operations;
the impact of federal, state or local government regulations; and
the effect of competition in the air pollution control and
industrial ventilation industry.
These and other risks and uncertainties are discussed in more
detail in CECO's and PMFG's current and future filings with the
SEC, including CECO's Annual Report on Form 10-K for the fiscal
year ended December 31, 2014 under
the heading "Item 1A. Risk Factors," which was filed with the SEC
on March 18, 2015 and PMFG's Annual
Report on Form 10-K for the fiscal year ended June 28, 2014 under the heading "Item 1A. Risk
Factors," which was filed with the SEC on September 10, 2014. 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 as of the date the statement is made. All
forward-looking statements attributable to CECO or PMFG or persons
acting on behalf of either CECO or PMFG are expressly qualified in
their entirety by the cautionary statements and risk factors
contained in this press release and CECO's and PMFG's respective
filings with the SEC. Forward-looking statements speak only as of
the date they are made. Except as required under the federal
securities laws or the rules and regulations of the SEC, neither
CECO nor PMFG undertakes any obligation to update or review any
forward-looking statement or information, whether as a result of
new information, future events or otherwise, except as required by
law.
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SOURCE CECO Environmental Corp.