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CECO Environmental Corp. And Met-Pro Corporation Announce Preliminary Results Of Merger Consideration Elections By Met-Pro Shareholders

Stocks in this article: CECE MPR

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.

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