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DE
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13-2566064
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Company has agreed to pay FKI consideration in the amount of approximately $16.0 million, which includes $15.0 million in cash and that number of shares of the Company's common stock worth approximately $1.0 million (based o n the average closing price of the Company's common stock on the Nasdaq Global Market for the sixty trading days immediately preceding the closing date of the Asset Purchase). The total consideration paid excludes transaction costs and is subject to certain post-closing adjustments.
The consideration for the Asset Purchase also includes a three year earn-out payment, which is payable in unregistered shares of the Company's common stock. The earn-out payment is not to exceed in the aggregate shares worth approximately $3.5 million (the "Earn-out Cap")(based on the average closing price of the Company's common stock on the Nasdaq Global Market for the sixty trading days immediately preceding the closing date of the Asset Purchase). The number of shares earned is based on 50% of the amount by which annual fiscal year gross profits of the purchased operations of FKI exceeds $8,800,000 for the fiscal year ended December 31, 2008, $17,600,000 for the fiscal year ended December 31, 2009, and $26,400,000 for the fiscal year ended December 31, 2010; provided that the amount of share issued is subject to the Earn-out Cap. The buyer will receive certain registration rights in connection with both the shares issued at closing and in connection with the earn-out.
The parties to the APA have made customary representations, warranties and covenants therein. The assertions embodied in those representations and warranties were made for purposes of the APA and are subject to qualifications and limitations agreed by the respective parties in connection with negotiating the terms of the APA. In addition, certain representations and warranties made as of a specified date may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts.
This report contains statements about the future, sometimes referred to as "forward--looking" statemen ts. Forward-looking statements are typically identified by the use of the words "believe," "may," "should," "expect," "anticipate," "estimate," "project," "propose,""plan," "intend" and similar words and expressions. Forward-looking statements are subject to risks and uncertainties outside CECO's control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see CECO's other SEC reports.
Exhibit 99.1 Press Release dated February 21, 2008
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CECO ENVIRONMENTAL CORP
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Date: February 21, 2008
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By:
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/s/ Dennis W. Blazer
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Dennis W. Blazer
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Chief Financial Officer and Vice President--Finance and Administration
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Exhibit No.
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Description
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EX-99.1
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Press Release 2-21-08
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NASDAQ: CECE |
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NEWS RELEASE |
CECO ENVIRONMENTAL ACQUIRES FISHER-KLOSTERMAN, INC.
NEW YORK, February 21, 2008 – CECO Environmental Corp. (NASDAQ: CECE), a leading provider of air pollution control and industrial ventilation systems, announced today that it has agreed to acquire Fisher-Klosterman, Inc. in a transaction involving cash and stock. The acquisition of Fisher-Klosterman, headquartered in Louisville, Kentucky, also includes its Buell Division, located in Lebanon, Pennsylvania, and most significantly, Fisher-Klosterman’s 40,000 sq.ft. sales and manufacturing facility in Shanghai, China. Fisher-Klosterman’s businesses consist of producing cyclones, as well as classifiers, electrostatic precipitator parts and service, air filtration equipment, and scrubbers. These products are utilized for air pollution control and particulate recovery in industries including petroleum refining, power production, petrochemicals, and manufacturing.
Rick Blum, President and Chief Operating Officer, commented, “We’re delighted to have Fisher-Klosterman as part of the CECO family. They have been our neighbor in Louisville for many years. It is a company we know well and respect.”
Phillip DeZwirek, Chairman and Chief Executive Officer, commented, “Fisher-Klosterman had sales last year of $35.3 million. We expect this acquisition to be accretive to both CECO’s revenues and earnings. We are also excited at acquiring an established platform in China from which not only to produce and sell Fisher-Klosterman products but also the wide variety of CECO’s products and services. CECO intends to actively pursue its goal of consolidating the air pollution control industry by acquisition as well as adding new planks to our turnkey platform.”
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ABOUT CECO ENVIRONMENTAL |
CECO Environmental Corp. is North America's largest independent air pollution control company. Through its nine subsidiaries -- Busch, CECOaire, CECO Filters, CECO Abatement Systems, kbd/Technic, Kirk & Blum, H.M. White, Inc., Effox, and GMD Environmental -- CECO provides a wide spectrum of air quality services and products including: industrial air filters, environmental maintenance, monitoring and management services, and air quality improvements systems. CECO is a full-service provider to the steel, military, aluminum, automotive, ethanol, aerospace, electric power, semiconductor, chemical, cement, metalworking, glass, foundry and virtually all industrial process industries.
For more information on CECO Environmental, please visit the company’s website at www.cecoenviro.com.
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Contact: Corporate Information Phillip DeZwirek, CECO Environmental Corp. Email: investors@cecoenviro.com 1-800-606-CECO (2326) |
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in CECO’s Annual and Quarterly Reports filed with the Securities and Exchange Commission, include changes in market conditions in the industries in which the Company operates. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated.