HARLEYSVILLE, Pa., July 25, 2013 /PRNewswire/ -- Met-Pro
Corporation (NYSE: MPR) today announced that on July 20, 2013 it entered into a memorandum of
understanding with plaintiff's counsel in connection with the
putative shareholder class action lawsuit captioned Gold v. De
Hont, et al., filed in the United States District Court for the
Eastern District of Pennsylvania
in connection with the proposed merger in which Met-Pro will be
merged into a wholly-owned subsidiary of CECO Environmental
Corp.
The memorandum of understanding contemplates that the parties
will seek to enter into a stipulation of settlement with respect to
the lawsuit following completion of confirmatory discovery by
plaintiff. The stipulation of settlement will be subject to court
approval following notice to shareholders.
Additional Information and Where to Find It
In connection with the proposed merger, CECO has filed with the
SEC a Registration Statement on Form S-4, as it may be amended from
time to time, which includes a joint proxy statement/prospectus of
Met-Pro and CECO and which contains important information,
including detailed risk factors. This communication 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 a free
copy of the joint proxy statement/prospectus and other documents
that 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 definitive joint proxy statement/prospectus
will be mailed to shareholders of Met-Pro and CECOʼs
stockholders.
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 transactions. Information about the directors and
executive officers of Met-Pro is set forth in its 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 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 the joint proxy
statement/prospectus for such proposed transactions filed by CECO
in the Form S-4 Amendment No. 2 filed on July 22, 2013.
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.
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 the Company), 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
the Company. These risks and uncertainties include, but are not
limited to, those relating to, the risk that the parties will fail
to enter into a stipulation of settlement to settle the Gold
v. De Hont, et al. case; the risk that the court will not
approve any stipulation of settlement in the Gold v. De
Hont, et al. case; the risk and uncertainties as to
whether the merger agreement signed with CECO will be completed,
and the likely adverse impact upon the Company's stock price if the
merger agreement is not completed; the ability of CECO to
successfully integrate the operations of the Company and to realize
the synergies from the acquisition; the results of CECO's
operations pending the completion of the merger transaction between
it and the Company, and including its ability to integrate
acquisitions that it recently completed; the various risks that are
identified in CECO's registration statement on Form S-4 Amendment 2
filed with the SEC on July 22, 2013
and any amendments thereto that are thereafter filed, 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 in Part I, "Item 1A Risk
Factors" in our Annual Report on Form 10-K/A for the year ended
January 31, 2013, our Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30, 2013, and the registration statement on
Form S-4 Amendment No. 2 filed by CECO on July 22, 2013 and any amendments thereto, as
filed with the Securities and Exchange Commission.
Met-Pro common shares are traded on the New York Stock Exchange,
symbol MPR.
To obtain an Annual Report or additional information on the
Company, please call 215-723-6751 and ask for the Investor
Relations Department, or visit the Company's website at
www.met-pro.com.
Contact:
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Investor
Contact:
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Neal E.
Murphy
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Vice President of
Finance, CFO
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215-723-6751
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SOURCE Met-Pro Corporation