CINCINNATI and HARLEYSVILLE, Pa., Aug.
26, 2013 /PRNewswire/ -- CECO Environmental Corp.
(NasdaqGM: CECE) and Met-Pro Corporation (NYSE: MPR)
today announced the preliminary results of the elections made by
Met-Pro shareholders regarding the form of merger consideration
they wish to receive in connection with the proposed merger
transactions in which Met-Pro will become a wholly-owned subsidiary
of CECO. The election deadline for Met-Pro shareholders to
make merger consideration elections in connection with the merger
transactions expired at 5:00 p.m., Eastern
time, on August 23,
2013.
As previously announced, under the terms of the merger agreement
between CECO and Met-Pro, Met-Pro shareholders were able to elect
to receive, for each Met-Pro common share they owned, either
$13.75 in cash, without interest (the
"Cash Consideration"), 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 merger, subject to a
collar (the "Stock Consideration"), with such Cash Consideration
and Stock Consideration subject to proration in accordance with the
merger agreement.
Based on available information as of the election deadline, the
preliminary election results were as follows:
- holders of approximately 9,808,910 Met-Pro shares, or
approximately 66.6 percent of the outstanding Met-Pro shares,
elected to receive the Cash Consideration;
- holders of approximately 2,982,534 Met-Pro shares, or
approximately 20.3 percent of the outstanding Met-Pro shares,
elected to receive the Stock Consideration;
- holders of approximately 1,928,237 Met-Pro shares, or
approximately 13.1 percent of the outstanding Met-Pro shares, did
not make an election or did not deliver a valid election form prior
to the election deadline and, therefore, are deemed to have
indicated no preference as to the form of merger
consideration.
Because the Cash Consideration is oversubscribed, holders of
Met-Pro shares electing to receive the Cash Consideration will
receive a combination of the Cash Consideration and Stock
Consideration, as set forth in the merger agreement, and holders of
Met-Pro shares who elected to receive Stock Consideration or who
did not make a valid election will receive all Stock
Consideration.
Persons who purchase Met-Pro shares beginning today and prior to
the effective time of the merger transactions—which are currently
expected to occur between August 27,
2013 and August 29, 2013—will
receive Merger Consideration consisting of all Stock Consideration
in accordance with the proration procedures described in the merger
agreement.
Elections submitted prior to the August
23, 2013, 5:00 p.m., Eastern
time, election deadline made pursuant to the notice of
guaranteed delivery procedure require the delivery of Met-Pro
common shares to American Stock Transfer & Trust
Company, LLC, the exchange agent for the merger, by 5:00 p.m., Eastern time, on August 28, 2013, the third NASDAQ trading day
after the election deadline. If the exchange agent does not
receive the required stock certificates or book-entry transfer of
shares by the guaranteed delivery deadline, the Met-Pro common
shares subject to such elections will be treated as if no election
was made, which would change the election results set forth
above.
After the final results of the election process are determined,
the final merger consideration, and the allocation of the merger
consideration, will be calculated in accordance with the merger
agreement.
Additional Information and Where to Find It
In connection with the proposed merger, Met-Pro and CECO have
filed with the SEC a joint proxy statement/prospectus, dated
July 25, 2013, which contains
important information, including detailed risk factors. This
communication is not a substitute for the joint proxy
statement/prospectus. Investors in Met-Pro or CECO are urged to
read the joint proxy statement/prospectus and other relevant
documents that have or will be filed by Met-Pro and CECO with the
SEC. You may obtain a free copy of the joint proxy
statement/prospectus and other documents that will be filed by
Met-Pro and CECO with the SEC at the SEC's website, www.sec.gov, or
by directing a request to Met-Pro Corporation, P.O. Box 144,
Harleysville, Pennsylvania 19438,
Attention: Investor Relations; or to CECO Environmental Corp., 4625
Red Bank Road, Suite 200, Cincinnati,
Ohio 45227, Attention: Investor Relations. The joint proxy
statement/prospectus has been mailed to Met-Pro and CECO
shareholders.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale 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.
Proxy Solicitation
Met-Pro and CECO, and certain of their respective directors,
executive officers and other members of management and employees
are participants in the solicitation of proxies in connection with
the proposed transactions. Information about the directors and
executive officers of Met-Pro is set forth in the joint proxy
statement/prospectus, dated July 25,
2013, for the special meeting of shareholders to be held on
August 26, 2013 as well as in
Met-Pro's proxy statement for its 2013 annual meeting of
shareholders and Met-Pro's Form 10-K for the year ended
January 31, 2013. Information about
the directors and executive officers of CECO is set forth in the in
the joint proxy statement/prospectus, dated July 25, 2013, for the special meeting of
shareholders to be held on August 26,
2013 as well as in CECO's proxy statement for its 2013
annual meeting of shareholders and CECO's 10-K for the year ended
December 31, 2012. Investors may
obtain additional information regarding the interests of such
participants in the proposed transactions by reading Met-Pro's and
CECO's joint proxy statement/prospectus, dated July 25, 2013.
About CECO
CECO Environmental is a leading global provider of air pollution
control technology. Through its subsidiaries – Adwest Technologies,
Aarding, Busch International, CECO Filters, CECO Abatement Systems,
Kirk & Blum, Effox-Flextor, Fisher-Klosterman/Buell, CECO China
and A.V.C. Specialists – CECO provides a wide spectrum of air
quality products and services including engineered equipment,
cyclones, scrubbers, dampers, diverters, RTOs, component parts and
monitoring and management services. Industries served include
refining, petrochemical, power, natural gas, aluminum, steel,
automotive, chemical and large industrial processes. Global growth,
operational excellence, margin expansion, safety leadership and
employee development are CECO's core competencies and long term
objectives. For more information on CECO Environmental, please
visit www.cecoenviro.com.
Contact:
Corporate Information
Jason DeZwirek, Chairman
Jeff Lang, Chief Executive
Officer
1-800-333-5475
About Met-Pro
Met-Pro Corporation, with headquarters at 160 Cassell Road,
Harleysville, Pennsylvania, is a
leading niche-oriented global provider of product recovery,
pollution control, fluid handling and filtration solutions. The
Company's diverse and synergistic solutions and products address
the world's growing need for clean air and water, reduced energy
consumption and improved operating efficiencies. Through its global
sales organization, internationally recognized brands, and
operations in North America,
South America, Europe and The
People's Republic of China, Met-Pro's solutions, products
and systems are sold to a well-diversified cross-section of
customers and markets around the world. For more information,
please visit www.met-pro.com.
Contact:
Neal E. Murphy
Vice President of Finance, CFO
215-723-6751
The Private Securities Litigation Reform Act of 1995 provides
a "safe harbor" for forward-looking statements. Certain information
included in this news release, and other materials filed or to be
filed with the Securities and Exchange Commission (as well as
information included in oral or other written statements made or to
be made by CECO or Met-Pro), contain statements that are
forward-looking. Such statements may relate to plans for future
expansion, business development activities, capital spending,
financing, the effects of regulation and competition, or
anticipated sales or earnings results. Such information involves
risks and uncertainties that could significantly affect results in
the future and, accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of
CECO or Met-Pro. These risks and uncertainties include, but are not
limited to, those relating to, the risk and uncertainties as
to whether the shareholders of Met-Pro and CECO will approve the
matters referred to in the joint proxy statement/prospectus
including whether Met-Pro's shareholders will approve the merger
with CECO; whether the merger agreement between Met-Pro and CECO
will be completed, and the likely adverse impact upon Met-Pro's
and/or CECO's stock price if the merger agreement is not completed;
the ability of CECO to successfully integrate the operations of
Met-Pro and to realize the synergies from the acquisition; the
results of CECO's operations pending the completion of the merger
transactions, and including CECO's ability to integrate
acquisitions that it recently completed; the various additional
risks that are identified in the joint proxy statement/prospectus,
dated July 25, 2013, all of which are
incorporated herein by reference; the cancellation or delay of
purchase orders and shipments, product development activities,
goodwill impairment, computer systems implementation, dependence on
existing management, the continuation of effective cost and quality
control measures, retention of customers, global economic and
market conditions, and changes in federal or state laws. You should
carefully consider the factors discussed under "Risk Factors" in
CECO's Annual Report on Form 10-K for the year ended December 31, 2012, CECO's Quarterly Report for
the quarter ended March 31, 2013,
Met-Pro's Annual Report on Form 10-K for the fiscal year ended
January 31, 2013, Met-Pro's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30, 2013, and the joint proxy
statement/prospectus dated July 25,
2013, as filed with the SEC.
CECO common stock trades on the NASDAQ Global Market under the
symbol CECE.
Met-Pro common shares are traded on the New York Stock Exchange,
symbol MPR.
SOURCE Met-Pro Corporation
