CECO Environmental Corp. and Thermon Group Holdings announced on Tuesday (Feb. 24) an agreement to merge in a stock and cash transaction valued at about $2.2 billion.
Gibson, Dunn & Crutcher advised CECO with a team led by Dallas Partners Jonathan Whalen and Jeffrey Chapman. Sidley Austin advised Thermon with a mostly Chicago-based team lead by Partners Scott Williams and Matt Stoker. Sidley Partner Kelly Dybala, who works in Dallas and New York, and Houston Partner Heather Palmer also advised on the deal.
Other Sidley Texas lawyers who advised on the deal include Dallas of counsel Jonathan Sapp and Houston associates Adri Langemeier and Nathan Halaney. Dallas partners Gina Hancock and Krista Hanvey and Dallas associate Tehute Habte advised on benefits, while Dallas associate Emily Risher Brooks advised on tax aspects.
“Thermon adds highly complementary industrial heating and thermal capabilities supported by attractive secular growth drivers, along with strong margins, disciplined execution, and a culture aligned with our own,” CECO Environmental CEO Todd Gleason said.
Addison-based CECO, which serves the industrial air, industrial water and energy transition markets, agreed to pay Thermon shareholders $10 cash and 0.6840 shares of CECO common stock, or $63.89 cash, or 0.8110 shares of CECO common stock for each Thermon share held. The mixed consideration represents a total value of about $63.13 for each Thermon share, representing a 26.8 percent premium to Thermon’s closing price of $49.77 on Feb. 23.
“This transaction expands the portfolio of solutions Thermon’s businesses can now offer our customers along with expanded geographic and market reach,” Thermon President and CEO Bruce Thames said. “CECO’s industrial air quality, emissions control and water treatment solutions, as well as its aligned cultural values as an industry leader providing engineered solutions to solve complex customer challenges, make it an exceptional combination for Thermon.”
Upon close that is expected in mid-2026, CECO shareholders will own about 62.5 percent of the combined company with Thermon shareholders owning 37.5 percent. Based in Austin, Thermon provides industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution services.
The companies expect the combined entity to generate about $40 million of annual cost savings within three years. Citi is CECO’s lead financial advisor on this deal with TD Securities serving as financial advisor. Morgan Stanley is the financial advisor to Thermon. CECO said it obtained a financing package from BofA Securities to provide the funding for the deal.