# CECO ENVIRONMENTAL CORP (CECO) — merger/definitive [completed] Source: SEC API (secapi.ai) · situation sit_93c0d56de36ff5bba5ea · retrieved 2026-08-11T15:53:11.283Z ## Overview CECO Environmental Corp. manufactures industrial and commercial fans, blowers, and air purifying equipment; Thermon Group Holdings, Inc. provides thermal solutions and heat tracing systems for industrial applications. On February 23, 2026, CECO Environmental Corp. (the acquirer) entered into an Agreement and Plan of Merger with Thermon Group Holdings, Inc. (the target). The transaction is structured as a two-step merger: Merger Sub Inc. will merge with and into Thermon, with Thermon surviving, followed immediately by a second merger of Thermon into Merger Sub LLC. Thermon shareholders will receive one of three forms of consideration per share: (i) 0.6840 shares of CECO common stock plus $10.00 in cash (Mixed Consideration); (ii) $63.89 in cash (Cash Consideration); or (iii) 0.8110 shares of CECO common stock (Stock Consideration). Shareholders may elect their preferred form of consideration, subject to proration and allocation procedures. The transaction is subject to customary closing conditions, including regulatory approvals and shareholder votes. ## Terms - Counterparty: Thermon Group Holdings, Inc. · Consideration: mixed ## Key dates - Completed 2026-02-24 ## Timeline - 2026-02-24 · 425 (0001104659-26-019197): 425 - CECO ENVIRONMENTAL CORP — *CECO Environmental Corp. manufactures industrial and commercial fans, blowers, and air purifying equipment; Thermon Group Holdings provides industrial process heating and thermal solutions.* CECO Environmental Corp. announced a definitive agreement to acquire Thermon Group Holdings, Inc., a global leader in industrial process heating and thermal solutions, in a transaction valued at approximately $2.2 billion in cash and stock. The transaction has been unanimously approved by the boards of both companies. The combination is expected to close in mid-2026, subject to satisfaction of customary closing conditions. The combined company is expected to generate approximately $40 million of annual cost synergies within 36 months. https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-019197.txt - 2026-02-24 · 425 (0001104659-26-018828): 425 - CECO ENVIRONMENTAL CORP — *CECO Environmental Corp. manufactures industrial and commercial fans, blowers, and air purifying equipment; Thermon Group Holdings, Inc. provides thermal solutions and heat tracing systems for industrial applications.* On February 23, 2026, CECO Environmental Corp. (the acquirer) entered into an Agreement and Plan of Merger with Thermon Group Holdings, Inc. (the target). The transaction is structured as a two-step merger: Merger Sub Inc. will merge with and into Thermon, with Thermon surviving, followed immediately by a second merger of Thermon into Merger Sub LLC. Thermon shareholders will receive one of three forms of consideration per share: (i) 0.6840 shares of CECO common stock plus $10.00 in cash (Mixed Consideration); (ii) $63.89 in cash (Cash Consideration); or (iii) 0.8110 shares of CECO common stock (Stock Consideration). Shareholders may elect their preferred form of consideration, subject to proration and allocation procedures. The transaction is subject to customary closing conditions, including regulatory approvals and shareholder votes. https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-018828.txt - 2026-02-25 · 425 (0001104659-26-019291): 425 - CECO ENVIRONMENTAL CORP — *CECO Environmental Corp. is an industrial environmental and thermal solutions provider serving power generation, industrial water treatment, semiconductor, and natural gas infrastructure markets with engineered air quality, thermal management, and industrial solutions.* CECO Environmental Corp. agreed to acquire Thermon Group Holdings, Inc. in an all-stock and cash merger with total consideration of approximately $2.2 billion, unanimously approved by both boards. Thermon shareholders will receive $10 in cash and $0.684 of CECO common stock per share. The cash component will be funded through existing credit facilities. The transaction is valued at approximately 17x adjusted EBITDA, or 13x including approximately $40 million in identified run-rate synergies by year three. Upon closing expected in mid-2026, CECO shareholders will own approximately 62.5% of the combined company and Thermon shareholders will own approximately 37.5%. The combined company will trade under the CECO Environmental name with Todd Gleason continuing as CEO and Thermon appointing two board members. https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-019291.txt - 2026-02-26 · 425 (0001104659-26-020666): 425 - CECO ENVIRONMENTAL CORP — *CECO Environmental Corp. is a provider of environmental and industrial solutions, including air purification and industrial equipment, with a proven track record of organic growth and programmatic M&A since 2022.* CECO Environmental Corp. announced a proposed merger with Thermon Group Holdings, Inc., a global leader in process heat and temperature management solutions. The transaction is valued at approximately $2.2 billion, with consideration of $10.00 cash plus 0.6840 CECO shares per Thermon share, subject to proration between all-cash and all-stock components. The combined company is expected to generate approximately $1.5 billion in combined revenue for calendar year 2026, with pro forma adjusted EBITDA of approximately $296 million (including $40 million in full-run-rate cost synergies) and an EBITDA margin of approximately 19.5%. The transaction is expected to close in mid-2026 and is significantly accretive to non-GAAP EPS in Year 1, with pro forma net leverage expected to be less than 2.5x. https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-020666.txt - 2026-02-27 · 425 (0001104659-26-020776): 425 - CECO ENVIRONMENTAL CORP — *CECO Environmental Corp. is an industrial environmental solutions company that designs and manufactures air and water filtration, separation, and emissions control systems for power generation, oil and gas, industrial, and other markets; it generated approximately $775 million in revenue in 2025.* CECO Environmental Corp. announced a merger with Thermon Group Holdings, Inc., creating a combined industrial leader with complementary environmental and thermal solutions businesses. The transaction is valued at approximately $2 billion, with Thermon shareholders receiving $10 in cash per share (totaling $340 million for approximately 34 million shares outstanding) and the remainder in CECO stock. Upon closing, CECO shareholders will own approximately 63% of the combined company and Thermon shareholders approximately 37%. The combined entity is expected to generate approximately $1.5 billion in revenue on a run-rate basis, with gross margins of 39-40% and EBITDA margins of approximately 20%. The transaction is expected to close in the mid-year timeframe (June 2026, potentially May or July). CECO identified approximately $40 million in annual cost synergies, primarily from eliminating duplicate corporate functions and optimizing logistics and facility costs. https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-020776.txt - 2026-03-02 · 425 (0001104659-26-021838): 425 - CECO ENVIRONMENTAL CORP — *CECO Environmental Corp. manufactures industrial and commercial fans, blowers, and air purifying equipment.* CECO Environmental Corp. and Thermon Group Holdings, Inc. announced a proposed merger transaction. Under the transaction, CECO will issue shares of its common stock as consideration. The transaction requires approval from stockholders of both CECO and Thermon. CECO intends to file a registration statement on Form S-4 that will include a joint proxy statement/prospectus with Thermon. https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-021838.txt - 2026-06-01 · 8-K (0001104659-26-068661): 8-K FORM 8-K https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm ## Citations - 0001104659-26-019197 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926019197 - 0001104659-26-018828 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926018828 - 0001104659-26-019291 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926019291 - 0001104659-26-020666 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020666 - 0001104659-26-020776 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020776 - 0001104659-26-021838 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926021838 - 0001104659-26-068661 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926068661