CECO Environmental to acquire Thermon Group for ~$63.89/share in cash or mixed consideration

CECO ENVIRONMENTAL CORP

Transaction implied enterprise value ~$1.1B; each Thermon share receives 0.684 CECO shares + $10 cash, $63.89 cash, or 0.811 CECO shares, subject to proration.
Closing expected by Aug 24, 2026 (extendable to Nov 23, 2026 for antitrust); conditions include HSR clearance, stockholder approvals, and Nasdaq listing.
Termination fees: $74.7M from Thermon, $105M from CECO in specified circumstances, including board recommendation changes.
CECO secured $200M term loan commitment from BofA, plus up to $365M revolver draw; $700M backstop facility if credit amendment not obtained.
Supporting stockholders (~15.2% of CECO shares) entered voting agreements to vote in favor; CECO board expands to 10, with two Thermon directors.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CECO ENVIRONMENTAL CORP entered into Agreement and Plan of Merger with Thermon Group Holdings, Inc. (effective 2026-02-23).

Action: entry
Agreement: merger
Counterparty: Thermon Group Holdings, Inc.
Effective: 2026-02-23

Exact text from the filing

On February 23, 2026, CECO Environmental Corp., a Delaware corporation (the “ Company ”), Longhorn Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Merger Sub Inc. ”), Longhorn Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“ Merger Sub LLC ”), and Thermon Group Holdings, Inc., a Delaware corporation (“ Thermon ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).

View on SEC.gov

Browse all material agreements →

CECO ENVIRONMENTAL CORP filing history →

Source: SEC EDGAR

accession 0001104659-26-018825

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.