Thermon completes $329M merger with CECO, delists from NYSE

In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.

On the Closing Date, the Company consummated the Mergers. The Mergers are intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

In connection with the Second Merger, Thermon requested that the New York Stock Exchange (the "NYSE") file a Form 25 with the SEC to withdraw its common stock from listing on the NYSE and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thermon’s obligation to file periodic reports under the Exchange Act will be suspended upon the filing of the Form 15 with the SEC.

On June 1, 2026, in connection with the consummation of the Mergers, the Company notified the NYSE that the certificates of merger were filed with the Secretary of State of the State of Delaware, in each case, to effect the Mergers. The Company requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, on Form 25 in order to initiate the delisting of Thermon Common Stock from the NYSE and the deregistration of Thermon Common Stock under Section 12(b). As a result, trading of Thermon Common Stock, which traded under the ticker symbol “THR” on the NYSE, was suspended prior to the opening of trading on the NYSE on June 1, 2026.

The Company intends to file a certification on Form 15 with the SEC requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Thermon Common Stock be suspended.

At the effective time of the First Merger, each holder of a share of Thermon Common Stock that was outstanding immediately prior to the effective time of the First Merger, (other than the Excluded Shares, as defined in the Merger Agreement) ceased to have any rights with respect thereto, except the right to receive (i) the Mixed Consideration, the Cash Consideration, or the Stock Consideration, (ii) any dividends or other distributions in accordance with the Merger Agreement and (iii) any cash to be paid in lieu of any fractional shares of CECO Common Stock in accordance with the Merger Agreement

The rights of holders of CECO Common Stock are governed by CECO’s Certificate of Incorporation, as amended, and CECO’s Amended and Restated Bylaws, effective as of the effective time of the First Merger.

On June 1, 2026, pursuant to the Merger Agreement, (i) Merger Sub Inc. merged with and into the Company, with the Company continuing as a wholly-owned subsidiary of CECO and the surviving corporation of the merger and (ii) the Company, as the surviving corporation of the First Merger, merged with and into Merger Sub LLC, with Merger Sub LLC being the surviving entity of the merger.

By the operation of the First Merger, all of the directors of Thermon ceased to be directors of Thermon and members of any and all committees of Thermon’s board of directors, effective as of the effective time of the First Merger. This was not a result of any disagreement between the Company and the directors on any matter relating to Thermon’s operations, policies or practices.

By virtue of, and effective as of the effective time of, the First Merger, all of the executive officers of Thermon immediately prior to the effective time of the First Merger ceased to hold their respective positions with Thermon, effective as of the effective time of the First Merger.

CECO Environmental Corp. (Nasdaq: CECO) (“CECO”), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment and industrial equipment, today announced the completion of its previously announced strategic combination with Thermon Group Holdings, Inc. (“Thermon”), a diversified industrial technology company and a global leader in industrial process heating solutions.

Under the terms of the merger agreement, the former shareholders of Thermon received cash and/or shares of CECO common stock, at their election and subject to proration and the other terms and conditions set forth in the merger agreement.

CECO will host a 30-minute conference call and webcast, on Tuesday, June 9th, at 8:30 AM ET to discuss the combination and an update on integration and synergy matters.