Pursuant to the terms of the definitive agreement, CECO will acquire all of the outstanding shares of Met-Pro common stock in a cash and stock transaction valued at a total of approximately $210 million, or $13.75 per share, which represents a 43% premium to Met-Pro's share price as of the close on April 19, 2013. The consideration includes $7.25 per share in cash and $6.50 per share in CECO common stock. Under the terms of the agreement, Met-Pro's shareholders may elect to exchange each share of Met-Pro common stock for either $13.75 in cash and/or shares of CECO common stock having an equivalent value based on the volume weighted average trading price of CECO common stock for the 15- trading day period ending on the date immediately preceding the closing of the acquisition, subject to a collar. Overall elections are subject to proration such that approximately 53% of the Met-Pro shares will be exchanged for cash and 47% for stock.
The completion of the acquisition is subject to standard closing conditions including the approval of the stockholders of both CECO and Met-Pro. The boards of directors of each of CECO and Met-Pro have unanimously approved the transaction. CECO stockholders who own approximately 26% of the voting power of CECO have signed voting agreements and irrevocable proxies to vote in favor of the transaction. Jefferies LLC served as financial advisor to CECO while William Blair & Company advised Met-Pro, both providing fairness opinions in connection with the transaction. Bank of America provided CECO committed debt financing of $125 million to support the cash portion of the transaction.
Highlights of the transaction include:
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1st Jan change | Capi. | |
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+9.50% | 8.62B | |
+41.44% | 2.36B | |
-5.36% | 1.12B | |
+42.26% | 1.01B | |
+2.34% | 848M | |
+25.07% | 744M | |
+21.80% | 603M | |
-17.45% | 580M | |
-4.00% | 555M |
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