Preliminary results showed that approximately 99.93% of votes cast at CECO's annual meeting were voted in favor of the transaction, and nearly 99.97% of the votes cast at Thermon's meeting were in support of the combination. The final voting results will be reported in each of the company's respective Form 8-K filings with the U.S. Securities and Exchange Commission.
"We appreciate the strong support from both companies' stockholders and remain excited about bringing together complementary environmental and thermal capabilities to create a scaled platform of mission-critical solutions," said Todd Gleason, Chief Executive Officer of CECO. "We look forward to completing the transaction in the coming days and realizing the compelling benefits of this combination for our shareholders, customers, employees and stakeholders."
"The vote from today's meeting reflects the confidence our stockholders have in the strategic rationale of this combination," said Bruce Thames, President and Chief Executive Officer of Thermon. "We are proud of what Thermon has built and look forward to joining the CECO team and expanding our capabilities to better serve our customers around the world."
The transaction is expected to close on or around June 1, 2026, subject to the satisfaction of customary closing conditions. The parties also announced the results of the elections made by Thermon stockholders of record regarding the form of consideration they wish to receive in exchange for their shares of Thermon common stock in connection with the transaction. As previously disclosed, the deadline to have made such an election was 5:00 p.m. Central Time on May 22, 2026 (the "Election Deadline"). As further described in the election materials and in the parties' joint proxy statement/prospectus dated April 23, 2026, each Thermon stockholder will be entitled to receive, for each share of Thermon common stock held immediately prior to the closing of the transaction, one of the following forms of merger consideration: (i) $63.89 in cash, without interest (the "Cash Consideration"); (ii) 0.8110 of a share of CECO common stock (the "Stock Consideration"); or (iii) a combination of $10.00 in cash, without interest, and 0.6840 of a share of CECO common stock (the "Mixed Consideration"). The Cash Consideration and Stock Consideration are subject to proration as set forth in the merger agreement.
Based on the final results of the merger consideration election:
- Thermon stockholders of record of approximately 41.18% of the outstanding shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive approximately $1.48 in cash and 0.7920 of a share of CECO common stock per share of Thermon common stock;
- Thermon stockholders of record of approximately 6.50% of the outstanding shares of Thermon common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $63.89 in cash per share of Thermon common stock (without proration); and
- Thermon stockholders of record of approximately 19.22% of the outstanding shares of Thermon common stock elected to receive the Mixed Consideration and, in accordance with the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $10.00 in cash and 0.6840 of a share of CECO common stock per share of Thermon common stock.
Thermon stockholders who did not make a valid election prior to the Election Deadline will be entitled to receive the Mixed Consideration. Each Thermon stockholder will receive cash in lieu of any fractional shares of CECO common stock that the stockholder otherwise would be entitled to receive. A more detailed description of the merger consideration and the allocation and proration procedures applicable to elections are contained in the joint proxy statement/prospectus.
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