8-K
filed January 3, 2025, 6:59 PM ET
CIK 0001289636
M&A
confidence high
sentiment neutral
materiality 1.00
PROFIRE ENERGY INC: M&A transaction — CECO Environmental completes $2.55/share acquisition of Profire Energy for ~$118M
PROFIRE ENERGY INC
- Offer expired with ~86.31% of shares tendered; all conditions satisfied.
- Each share converted into right to receive $2.55 cash; aggregate consideration ~$118M.
- Profire Energy became wholly owned subsidiary of CECO Environmental; shares delisted from NASDAQ.
- All directors resigned at effective time of merger; new board and officers under parent.
- Company intends to file Form 15 to terminate registration and suspend reporting obligations.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan W. Oviatt resigned as Director at PROFIRE ENERGY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Colleen Larkin Bell resigned as Director at PROFIRE ENERGY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brenton W. Hatch resigned as Director at PROFIRE ENERGY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ronald R. Spoehel resigned as Director at PROFIRE ENERGY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daren J. Shaw resigned as Director at PROFIRE ENERGY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Brenton W. Hatch, Colleen Larkin Bell, Ryan W. Oviatt, Daren J. Shaw and Ronald R. Spoehel, being all of the directors of the Company, immediately prior to the Effective Time, resigned from the board of directors and ceased to be directors of the Company as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PROFIRE ENERGY INC: Amended and restated articles of incorporation in their entirety at the Effective Time of the Merger.
- Change
- charter amendment
Exact text from the filing
the Company’s articles of incorporation and bylaws were each amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PROFIRE ENERGY INC: Amended and restated bylaws in their entirety at the Effective Time of the Merger.
- Change
- bylaw amendment
Exact text from the filing
the Company’s articles of incorporation and bylaws were each amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PROFIRE ENERGY INC underwent a change of control involving CECO Environmental Corp. (Parent) and Combustion Merger Sub, Inc. (Purchaser) for $2.55 per Share (closed 2025-01-02).
- Action
- change of control
- Counterparty
- CECO Environmental Corp. (Parent) and Combustion Merger Sub, Inc. (Purchaser)
- Consideration
- $2.55 per Share
- Closing
- 2025-01-02
Exact text from the filing
Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), other than any Cancelled Shares (as defined below), at a purchase price of $2.55 per Share (the “ Offer Price ”), net to the seller thereof in cash, without interest, and subject to any required withholding tax. The Offer expired at one minute after 11:59 p.m.
View on SEC.gov
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