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Subsequent Events | 3 Months Ended
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Mar. 31, 2015
Subsequent Events [Abstract] |
Subsequent Events |
18. | Subsequent Events
On May 3, 2015, the Company entered into a definitive merger agreement to acquire PMFG, Inc. (“PMFG”). PMFG is a global provider of engineered equipment for the abatement of air pollution, the separation and filtration of contaminants from gases and liquids, and industrial noise control equipment. Pursuant to the terms of the merger agreement, the Company, through its wholly owned subsidiaries, will acquire all of the outstanding shares of PMFG common stock in a transaction valued at a total of approximately $150 million in the aggregate (equity value), or $6.85 per share. Under the terms of the merger agreement, PMFG’s stockholders may elect to exchange each share of PMFG common stock for either $6.85 in cash and/or shares of our common stock having an equivalent value based on the volume weighted average trading price of our common stock for the 15-trading day period ending on the trading day immediately preceding the closing of the merger, subject to a collar. Elections are subject to proration such that approximately 55% of PMFG‘s outstanding shares will be exchanged for stock and 45% for cash. The completion of the merger is subject to customary closing conditions including the approval of the stockholders of both the Company and PMFG and antitrust approval. The Company has received a financing commitment from Bank of America Merrill Lynch, as Lead Arranger and Administrative Agent, to increase and amend the Credit Facility to fund the cash portion of the merger consideration. The boards of directors of each of the Company and PMFG have unanimously approved the acquisition transaction. CECO stockholders who own approximately 15% of the current voting power of the Company have signed voting agreements and irrevocable proxies to vote in favor of the transaction. This transaction is expected to close in the third quarter of 2015.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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