Profire Energy Inc. (NASDAQ:PFIE), a provider of oil and gas field machinery and equipment with an "GREAT" financial health rating according to InvestingPro, announced the completion of its acquisition by CECO Environmental Corp., marking a significant transition for the company and its shareholders. The deal, which concluded with a merger on Thursday, effectively delisted Profire Energy from NASDAQ.
The merger followed a successful tender offer by CECO's subsidiary, which resulted in the acquisition of approximately 86.31% of Profire's outstanding shares at a purchase price of $2.55 per share. The total consideration for the acquisition amounted to roughly $118 million, reflecting Profire's strong financial position with a 51.16% gross profit margin and exceptional liquidity ratio of 6.24. Get deeper insights into company valuations and financial metrics with InvestingPro's comprehensive research reports.
As stipulated in the merger agreement, Profire Energy's 2014 Equity Incentive Plan and 2023 Executive Incentive Plan were terminated upon the merger's consummation. Additionally, all outstanding restricted stock units under these plans fully vested and were converted into the right to receive the merger consideration in cash.
The completion of the merger also prompted changes in Profire's control and governance. The company became a wholly owned subsidiary of CECO Environmental, and all of Profire's directors resigned from their positions at the effective time of the merger. These resignations were related to the merger and not due to any disputes concerning the company's operations or policies.
In line with regulatory requirements, Profire Energy has notified NASDAQ of the transaction's completion and requested the delisting of its shares. Trading of Profire's stock on NASDAQ was halted prior to market opening on the day of the merger. The company's shares had shown remarkable strength, delivering a 69.33% return over the past six months and trading near its 52-week high of $2.56 before the merger completion.
The merger has resulted in a material modification to the rights of Profire's security holders, as they ceased to have any rights other than the entitlement to receive the merger consideration. This event represents a change in control of the registrant, with CECO Environmental now holding full ownership.
This news is based on a press release statement and provides a summary of the key facts surrounding Profire Energy's acquisition by CECO Environmental. The details of the merger agreement were previously filed with the SEC and are incorporated by reference.
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