CINCINNATI and HARLEYSVILLE, Pa., Aug.
12, 2013 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM:
CECE) and Met-Pro Corporation (NYSE: MPR) today announced that they
anticipate the closing date of the proposed merger transactions
pursuant to which Met-Pro will become a wholly-owned subsidiary of
CECO to occur between August 27-29,
2013. Closing is contingent upon approvals by Met-Pro's
and CECO's respective shareholders, among other matters. Special
meetings of the Met-Pro and CECO shareholders to obtain the
requisite shareholder approvals have been scheduled for
August 26, 2013.
In accordance with the Agreement and Plan of Merger dated as of
April 21, 2013, as amended, between
Met-Pro and CECO, the deadline for the submission of the election
form where Met-Pro shareholders may specify the type of
consideration they wish to receive in the proposed merger (which
election form has been provided to Met-Pro stockholders of record
as of July 19, 2013) has been set for
5:00 p.m. Eastern time on
Friday, August 23, 2013, which is
the date that is one business day before the Met-Pro special
shareholder meeting.
Met-Pro shareholders who wish to make an election with respect
to the consideration to be received in the proposed merger must
deliver a properly completed election form to American Stock
Transfer & Trust Company, LLC by no later than 5:00 PM Eastern time on Friday, August 23, 2013. Met-Pro shareholders
who hold their shares in "street name" may have an earlier election
deadline and should carefully review any materials they received
from their bank, broker or other nominee to determine the election
deadline applicable to them. Likewise, Met-Pro shareholders
who own their shares through Met-Pro's 401(k) plan or through the
Met-Pro Employee Stock Ownership Plan should also carefully review
the materials they received to determine the election deadline and
procedures applicable to them. For questions concerning the
election forms, or to obtain copies of the election forms, please
contact Morrow & Co., LLC at (800) 662-5200, or
metproinfo@morrowco.com.
As previously disclosed by CECO and Met-Pro, if the closing of
the proposed merger transactions occurs before August 30, 2013, as is currently anticipated,
then the Met-Pro quarterly dividend declared on June 5, 2013 to shareholders of record at the
close of business on August 30, 2013
will not be paid to Met-Pro's shareholders. However, in such event,
CECO has agreed to set its record date for the payment of its third
dividend occurring during its current fiscal year to occur on a
date that is at least two business days after the closing date of
the proposed merger transactions. Accordingly, if the proposed
merger transactions close as is currently anticipated between
August 27-29, 2013, the dividend
declared by Met-Pro on June 5, 2013
will not be paid to Met-Pro's shareholders.
Additional Information and Where to Find It
In connection with the proposed merger, Met-Pro and CECO have
filed with the Securities and Exchange Commission a joint proxy
statement/prospectus dated July 25,
2013, which contains important information, including
detailed risk factors. This press release is not a substitute
for the joint proxy statement/prospectus. Investors in Met-Pro or
CECO are urged to read the joint proxy statement/prospectus and
other relevant documents that have or will be filed by Met-Pro and
CECO with the SEC. You may obtain free copies of the joint proxy
statement/prospectus and other documents that have been or will be
filed by Met-Pro and CECO with the SEC at the SECʼs website,
www.sec.gov, or by directing a request to Met-Pro Corporation, P.O.
Box 144, Harleysville,
Pennsylvania 19438, Attention: Investor Relations; or to
CECO Environmental Corp., 4625 Red Bank Road, Suite 200,
Cincinnati, Ohio 45227, Attention:
Investor Relations. The joint proxy statement/prospectus has been
mailed to Met-Pro and CECO shareholders.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Proxy Solicitation
Met-Pro and CECO, and certain of their respective directors,
executive officers and other members of management and employees
are participants in the solicitation of proxies in connection with
the proposed merger transactions. Information about the directors
and executive officers of Met-Pro is set forth in the joint proxy
statement/prospectus dated July 25,
2013 for the special meeting of shareholders to be held on
August 26, 2013 as well as in
Met-Pro's proxy statement for its 2013 annual meeting of
shareholders and Met-Pro's Form 10-K for the year ended
January 31, 2013. Information about
the directors and executive officers of CECO is set forth in the in
the joint proxy statement/prospectus dated July 25, 2013 for the special meeting of
shareholders to be held on August 26,
2013 as well as in CECO's proxy statement for its 2013
annual meeting of shareholders and CECO's 10-K for the year ended
December 31, 2012. Investors may
obtain additional information regarding the interests of such
participants in the proposed transactions by reading Met-Pro's and
CECO's joint proxy statement/prospectus dated July 25, 2013.
About CECO
CECO Environmental is a leading global provider of air pollution
control technology. Through its subsidiaries – Adwest Technologies,
Aarding, Busch International, CECO Filters, CECO Abatement Systems,
Kirk & Blum, Effox-Flextor, Fisher-Klosterman/Buell, CECO China
and A.V.C. Specialists – CECO provides a wide spectrum of air
quality products and services including engineered equipment,
cyclones, scrubbers, dampers, diverters, RTOs, component parts and
monitoring and management services. Industries served include
refining, petrochemical, power, natural gas, aluminum, steel,
automotive, chemical and large industrial processes. Global growth,
operational excellence, margin expansion, safety leadership and
employee development are CECO's core competencies and long term
objectives. For more information on CECO Environmental,
please visit www.cecoenviro.com.
Contact:
Corporate Information
Jason DeZwirek, Chairman
Jeff Lang, Chief Executive
Officer
1-800-333-5475
About Met-Pro
Met-Pro Corporation, with headquarters at 160 Cassell Road,
Harleysville, Pennsylvania, is a
leading niche-oriented global provider of product recovery,
pollution control, fluid handling and filtration solutions. The
Company's diverse and synergistic solutions and products address
the world's growing need for clean air and water, reduced energy
consumption and improved operating efficiencies. Through its global
sales organization, internationally recognized brands, and
operations in North America,
South America, Europe and The
People's Republic of China, Met-Pro's solutions, products
and systems are sold to a well-diversified cross-section of
customers and markets around the world. For more information,
please visit www.met-pro.com.
Contact:
Neal E.
Murphy
Vice President of Finance,
CFO
215-723-6751
The Private Securities Litigation Reform Act of 1995 provides
a "safe harbor" for forward-looking statements. Certain information
included in this news release, and other materials filed or to be
filed with the Securities and Exchange Commission (as well as
information included in oral or other written statements made or to
be made by CECO or Met-Pro), contain statements that are
forward-looking. Such statements may relate to plans for future
expansion, business development activities, capital spending,
financing, the effects of regulation and competition, or
anticipated sales or earnings results. Such information involves
risks and uncertainties that could significantly affect results in
the future and, accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of
CECO or Met-Pro. These risks and uncertainties include, but are not
limited to, those relating to, the risk and uncertainties as
to whether the shareholders of CECO and Met-Pro will approve the
matters referred to in the joint proxy statement/prospectus;
whether the transactions contemplated by the merger agreement
between CECO and Met-Pro will be completed, and the likely adverse
impact upon CECO's and Met-Pro's respective stock prices if the
transactions contemplated by the merger agreement are not
completed; the ability of CECO to successfully integrate the
operations of Met-Pro and to realize the synergies from the
acquisition; the results of CECO's operations pending the
completion of the merger transactions between it and Met-Pro, and
including its ability to integrate acquisitions that CECO recently
completed; the various additional risks that are identified in the
joint proxy statement/prospectus dated July
25, 2013, all of which are incorporated herein by reference;
the cancellation or delay of purchase orders and shipments, product
development activities, goodwill impairment, computer systems
implementation, dependence on existing management, the continuation
of effective cost and quality control measures, retention of
customers, global economic and market conditions, and changes in
federal or state laws. You should carefully consider the factors
discussed under "Risk Factors" in CECO's Annual Report on Form 10-K
for the year ended December 31, 2012,
CECO's Quarterly Report for the quarter ended March 31, 2013, Met-Pro's Annual Report on Form
10-K/A for the fiscal year ended January 31,
2013, Met-Pro's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2013, and the
joint proxy statement/prospectus dated July
25, 2013, as filed with the SEC.
CECO common stock trades on the NASDAQ Global Market under the
symbol CECE.
Met-Pro common shares are traded on the New York Stock Exchange
under the symbol MPR.
SOURCE Met-Pro Corporation
