On Monday, in the course of current trade, Shares of PMFG, Inc. (NASDAQ:PMFG), skyrocketed 39.61%, and is now trading at $6.45.
Today, CECO Environmental Corp. and PMFG, jointly declared that the companies have reached a definitive merger agreement in which CECO will acquire PMFG. CECO is a leading global environmental, energy and fluid handling technology company. PMFG is a global provider of engineered equipment for the abatement of air pollution, the separation and filtration of contaminants from gases and liquids, and industrial noise control equipment. The transaction is predictable to close in the third quarter of 2015. CECO anticipates the transaction to be accretive in 2016.
Following the merger agreement, CECO will acquire all of the outstanding shares of PMFG common stock for cash and stock valued at $6.85 per share (about $150 million equity value or $130 million enterprise value), representing a 48% premium to PMFG’s closing share price on May 1, 2015. PMFG’s shareholders may elect to exchange each share of PMFG common stock for either $6.85 in cash or shares of CECO common stock having an equivalent value based on the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the trading day right away preceding the closing of the merger, subject to a collar. Elections are subject to proration such that PMFG’s outstanding shares will be exchanged for about 55% of CECO common stock and 45% cash.
The completion of the merger is subject to customary closing conditions counting the approval of the stockholders of both CECO and PMFG and antitrust approval. CECO has received a financing commitment from Bank of America Merrill Lynch, as Lead Arranger and Administrative Agent, to enhance and amend its existing senior credit facility in connection with the merger. The board of directors of each of CECO and PMFG has unanimously approved the transaction. CECO stockholders who combined own about 15% of the voting power of CECO have signed voting agreements and irrevocable proxies to vote in favor of the transaction.
PMFG, Inc. provides custom-engineered systems and products primarily for the natural gas infrastructure, power generation, and oil refining and petrochemical processing markets worldwide. The company operates in two segments, Process Products and Environmental Systems.
During Morning trade, Shares of Cyan, Inc. (NYSE:CYNI), surged 28.77%, and is now trading at $4.70, hitting its highest level.
Today, Cyan declared it has reached a definitive agreement to be attained by Ciena (CIEN) for an aggregate purchase price of about $400 million (or about $335 million net of cash). Cyan also declared financial results for its first quarter ended March 31, 2015.
Upon the closing of the transaction, Cyan shareholders will receive consideration equal to the value 0.224 shares of Ciena common stock (89% of which will be delivered in Ciena common stock and 11% will be delivered in cash based on the value of Ciena common stock at closing).
This exchange ratio represents about $4.75 per share of Cyan common stock, based on Ciena’s 20-day volume weighted average price as of May 1, 2015. Based on the closing price of Cyan’s stock of $3.65 on May 1, 2015, this reference price represents a premium of about 30%. Based on the structure of the transaction, Cyan’s outstanding warrants will be deemed to have been automatically exercised upon closing. In addition, Ciena will also assume Cyan’s outstanding equity awards.
The Cyan board of directors has unanimously approved the transaction, which is predictable to close in the third quarter, subject to Cyan stockholder approval and other customary closing conditions. Certain officers and directors and associated stockholders, counting investment funds associated with certain directors, collectively holding over 40% of the outstanding shares of Cyan, have signed voting agreements committing to support the merger. Jefferies LLC is serving as financial advisor to Cyan. Houlihan Lokey Capital, Inc. also offered financial advice to the Cyan board. Wilson Sonsini Goodrich & Rosati is serving as legal counsel to Cyan.
Cyan, Inc. provides various carrier-grade networking solutions that transform legacy networks into open high-performance networks in North America, Asia, and Europe. Its solutions enable network operators to virtualize their networks, accelerate service delivery, and enhance scalability and performance.
Shares of Furmanite Corporation (NYSE:FRM), during its Monday’s current trading session surged 24.62%, and is now trading at $9.01.
Today, Furmanite Corporation declared that it has received a written non-binding indication of interest from a planned acquirer for a transaction in which all Furmanite stockholders would receive cash for their shares, at a substantial premium to current market prices. The Furmanite Board of Directors believes this indication of interest could lead to a binding offer to acquire the Company at a substantial premium, and is in the process of retaining a financial advisor to assist the Board with the evaluation of the proposal and any other planned alternatives that may be presented.
In connection with the indication of interest and in order to permit the Furmanite Board to fully evaluate the proposal and determine how best to maximize value to Furmanite’s stockholders, the Furmanite Board is requesting that stockholders vote on the GOLD proxy card. If sufficient votes are received on the GOLD card, Furmanite intends to adjourn the 2015 Annual Meeting of Stockholders, preceding to conducting any business, until Thursday, June 4, 2015. The Board intends to use this additional time, with the assistance of a financial advisor, to engage in discussions with the interested planned acquiror and to evaluate any potential offer, with the possibility of entering into a definitive agreement if circumstances warrant. If sufficient votes are not received on the GOLD proxy card to permit the meeting to be adjourned, Furmanite presently intends for the Annual Meeting to proceed as planned, but reserves the right to postpone the meeting under appropriate circumstances. Furmanite does not intend to provide additional updates on the negotiation process until a definitive agreement has been reached or discussions and/or negotiations have terminated.
The Annual Meeting is presently planned to be held on May 7, 2015.
Furmanite Corporation, together with its auxiliaries, provides specialized technical services. It operates in two segments, Technical Services and Engineering & Project Solutions.
Finally, Micronet Enertec Technologies, Inc. (NASDAQ:MICT), soared 23.01% Monday.
Today, Micronet Enertec Technologies, declared that its Mobile Resource Administration (MRM) partner, Micronet Ltd, reached a three-year purchase agreement with a leading U.S. based K-12 school bus fleet and workforce administration solutions company, for Micronet’s A317 All-In-One, rugged Android tablet. Following the agreement, subject to certain product development milestones, orders for the first year may exceed $4 million, and administration anticipates raised volumes for each of the following two years.
Utilizing Micronet’s Android All-In-One A317 rugged tablets, the U.S - based customer is able to provide comprehensive tracking and efficiency to yellow bus fleet operations, manage the time and attendance of K-12 fleet drivers, improve vehicle maintenance by using the engine diagnostics and fault code alerts, optimize bus routes, and manage student ridership through the single, scalable, integrated, telematics tablet.
Each school day nearly 500,000 school buses transport about 30 million children to and from school and school-related activities. So far only a minority of those buses are presently equipped with fleet telematics systems.
Verizon Wireless recently certified Micronet’s A317 All-In-One Tablet to operate on Verizon Wireless’ Network.
Micronet Enertec Technologies, Inc. is engaged in the design, development, manufacture, integration, and marketing of rugged computers, tablets, and computer-based systems and instruments for the commercial, defense, and aerospace markets in the United States, Israel, and internationally.
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