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NV5 Global, Inc. (NASDAQ:NVEE), a company with a market capitalization of $1.51 billion and impressive gross profit margins of 51.38%, announced Monday that it has completed its merger with Acuren Corporation. According to InvestingPro data, NV5 demonstrated solid financial health with a current ratio of 1.86, indicating strong liquidity as it entered this transaction. The merger, which closed Monday, resulted in NV5 becoming a wholly owned subsidiary of Acuren. The merger was carried out through a two-step process in which NV5 first merged with Ryder Merger Sub I, Inc., a subsidiary of Acuren, and then into Ryder Merger Sub II, Inc., with the latter continuing as the surviving corporation.
As a result of the merger, each share of NV5 common stock outstanding immediately prior to the merger, except for certain excluded shares, was converted into the right to receive 1.1523 shares of Acuren common stock and $10.00 in cash. The company’s strong performance, including revenue growth of 8.74% and a notable 24.09% price return over the past six months, likely contributed to the favorable merger terms. For deeper insights into company valuations and merger implications, InvestingPro subscribers have access to comprehensive financial analysis and expert research reports. Holders of fractional shares will receive cash in lieu of such shares as specified in the merger agreement. Restricted stock awards were converted into awards relating to Acuren shares, and executive restricted stock awards vested and were converted into the right to receive the merger consideration, less applicable taxes.
In connection with the closing, NV5 terminated its Second Amended and Restated Credit Agreement, dated August 13, 2021, and all outstanding obligations under the agreement were paid off in full.
Following the completion of the transaction, NV5 notified the Nasdaq Stock Market that its shares had been converted and requested delisting. Trading of NV5 shares on Nasdaq ceased prior to the market opening Monday, concluding a period where the stock traded near its 52-week high of $25.96. InvestingPro offers detailed analysis of over 1,400 US stocks, helping investors identify similar investment opportunities with comprehensive Pro Research Reports that transform complex financial data into actionable insights. Nasdaq filed a notification of removal of listing with the SEC, and NV5 intends to file to suspend its reporting obligations under the Securities Exchange Act.
As part of the merger agreement, all NV5 directors, including Dickerson C. Wright, Denise Dickins, William Pruitt, Brian Freckmann, François Tardan, Richard Tong, and MaryJo O’Brien, resigned effective at the closing. Mr. Wright will not continue as an employee or officer and will receive severance benefits as provided in his employment agreement.
The company’s certificate of incorporation and bylaws were also amended and restated at the closing. This information is based on a press release statement included in an SEC filing.
In other recent news, NV5 Global, Inc. announced that its stockholders have approved a merger with Acuren Corporation. Under the merger agreement, NV5 stockholders will receive approximately $23.00 per share, with $10.00 in cash and $13.00 in Acuren common stock, subject to a 10% collar adjustment. Additionally, NV5 has secured over $20 million in engineering design and construction management contracts from the New York City Department of Parks and Recreation. These contracts aim to enhance parks and recreational facilities across New York City’s five boroughs. NV5 also announced a $10 million contract with the North Carolina Department of Transportation to provide geospatial and utility services for statewide infrastructure projects. Furthermore, NV5 is expanding into the South Korean data center market through a partnership with SA Bricks, focusing on the growing demand for cloud computing and AI. The company has also amended executive employment agreements, introducing "good leaver" provisions for three key executives to align with current corporate governance practices.
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