Fox Rothschild Helps Met-Pro to Close $210 Mil. Deal
Cincinnati-based CECO Environmental Corp. acquired Harleysville, Pa.-based Met-Pro Corp. for about $210 million August 26. Met-Pro was represented by Jeffrey H. Nicholas, a partner in Fox Rothschild's Warrington, Pa., office and chair of the firm's corporate securities practice group. CECO was represented by Leslie J. Weiss, a partner in the Chicago office of Indianapolis-based Barnes & Thornburg.
Nicholas said he began doing work for Met-Pro as a young attorney in New York City and eventually became outside general counsel to the company, as well as a member of its board.
Though he relinquished his position as a board member following the passage of the Sarbanes-Oxley Act of 2002, Nicholas continued to work closely with the company.
Nicholas described Met-Pro's rise to prominence in Southeastern Pennsylvania as "a Philadelphia story," having gone public in 1968 and remaining one of the region's stalwart small-cap companies ever since.
"It's been a bit of a jewel," Nicholas said. "It's been well-run, well-managed and it has made money."
According to Nicholas, CECO, which specializes in air pollution control systems, product recovery and filtration technology, and Met-Pro, which manufactures fluid-handling, product recovery and pollution control equipment, as well as filtration products, were aware of each other over the years but were not direct competitors.
CECO, however, has been "very acquisitive" in recent years, Nicholas said, and took an interest in Met-Pro around 2010.
"In 2010, there started to be discussions between the two companies about doing a deal but CECO was in the midst of restructuring and there was a big gap between what they thought they were worth and what Met-Pro thought CECO was worth," Nicholas said.
At that time, according to Nicholas, the proposed deal was to be a "merger of equals," as opposed to an acquisition.
Talks fell through, however, and it wasn't until August 2012 that they resumed, Nicholas said.