Edgar Filing: CECO ENVIRONMENTAL CORP

S-4/A

As filed with the Securities and Exchange Commission on July 3, 2013.

Registration No. 333-188797

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 1

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CECO Environmental Corp.

(Exact name of registrant as specified in its charter)

Delaware

3564

13-2566064

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification Number)

4625 Red Bank Road, Suite 200

Cincinnati, Ohio 45227

(513) 458-2600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Lang

Chief Executive Officer

4625 Red Bank Road, Suite 200

Cincinnati, Ohio 45227

Telephone: (513) 458-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Leslie J. Weiss

Barnes & Thornburg LLP

One North Wacker Drive

Suite 4400

Chicago, Illinois 60606

Telephone: (312) 214-4864

Jeffrey H. Nicholas

Vincent A. Vietti

Fox Rothschild LLP

2000 Market Street, 20^th Floor

Philadelphia, Pennsylvania 19103

Telephone: (215) 918-3639

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the registration statement becomes effective and all other conditions to the proposed mergers described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. CECO Environmental Corp. may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JULY 3, 2013




4625 Red Bank Road, Suite 200 Cincinnati, Ohio 45227		160 Cassell Road Harleysville, Pennsylvania 19438

[—], 2013

PROPOSED MERGERS—YOUR VOTE IS VERY IMPORTANT

To the Stockholders of CECO Environmental Corp. and

the Shareholders of Met-Pro Corporation:

On April 21, 2013, CECO Environmental Corp. (“CECO”) and Met-Pro Corporation (“Met-Pro”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which CECO has agreed to acquire Met-Pro. The Merger Agreement provides for a business combination in which (i) a wholly-owned subsidiary of CECO will merge with and into Met-Pro (the “First Merger”), and (ii) Met-Pro will merge with and into a separate wholly-owned subsidiary of CECO (the “Second Merger” and together with the First Merger, the “Mergers”). As a result of the Mergers, the separate corporate existence of Met-Pro will cease, and the wholly-owned subsidiary of CECO will continue as the surviving company and a wholly-owned subsidiary of CECO.

In the proposed First Merger, each issued and outstanding share of Met-Pro common stock will be converted into the right to receive either (i) $13.75 in cash, without interest, or (ii) shares of CECO common stock valued at $13.75 based on the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger, subject to a collar so that there will be a maximum exchange ratio of 1.3520 shares of CECO common stock for each share of Met-Pro common stock and a minimum of 1.0000 share of CECO common stock for each share of Met-Pro common stock. The net effect of the collar mechanism is that no further increase in the exchange ratio will be made if such volume weighted average trading price is less than $10.17 and no further decrease in the exchange ratio will be made if such volume weighted average trading price is greater than $13.75. On [—], 2013, the latest practicable date before the printing of this joint proxy statement/prospectus, the closing price of CECO common stock was $[—] per share. Overall elections are subject to proration so that approximately 53% of the Met-Pro shares outstanding immediately prior to the First Merger (treating all restricted stock units as outstanding shares and all in-the-money options as outstanding shares calculated using the treasury share method (“Equity Award Shares”)) will be exchanged for cash (which, together with the amount of cash paid for Equity Award Shares, is capped at $109.5 million) and approximately 47% of the Met-Pro shares outstanding immediately prior to the First Merger will be converted into the right to receive CECO common stock. Based on the number of shares of Met-Pro common stock and CECO common stock outstanding on July 1, 2013, shareholders of Met-Pro would hold between 27.7% and 34.1%, in the aggregate, of the issued and outstanding shares of CECO common stock if the Mergers were to occur on such date. The maximum number of shares of CECO common stock that will be issued in the First Merger is 9,650,823 shares.

CECO common stock trades on the NASDAQ Global Market under the symbol “CECE.”

CECO will hold a special meeting of its stockholders on [—], 2013 at [00:00 a/p.m.], Eastern Time, at its executive offices, 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227. At the CECO special meeting, CECO’s stockholders will be asked to:

•

approve the issuance of CECO common stock to Met-Pro shareholders in the First Merger;

•

approve an amendment to CECO’s 2007 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000; and

•

approve the adjournment or postponement of the CECO special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

Concurrently with the execution of the Merger Agreement, certain significant CECO stockholders entered into a Voting Agreement with Met-Pro pursuant to which such shareholders agreed to vote all shares of CECO common stock beneficially owned by each of them for the issuance of CECO common stock to Met-Pro shareholders in the First Merger. At the close of business on the record date, these significant stockholders beneficially owned, in the aggregate, [4,907,347] shares of CECO common stock or approximately [26]% of the shares of CECO common stock outstanding on that date. These same significant stockholders have also agreed to certain restrictions on the sale of their shares of CECO common stock following the Mergers, as further described in this joint proxy statement/prospectus.

Met-Pro will hold a special meeting of its shareholders on [—], 2013 at [00:00 a/p.m.], Eastern Time, at The Holiday Inn Lansdale, 1750 Sumneytown Pike, Kulpsville, Pennsylvania. At the Met-Pro special meeting, Met-Pro’s shareholders will be asked to:

•

adopt the Merger Agreement and approve the transactions contemplated thereby;

•

approve, by non-binding advisory vote, the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers; and

•

adjourn or postpone the Met-Pro special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

The board of directors of CECO recommends that CECO’s stockholders vote “FOR” each of (i) the issuance of CECO common stock to Met-Pro shareholders in the First Merger, (ii) the amendment to CECO’s 2007 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000 and (iii) the adjournment or postponement of the CECO special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

The board of directors of Met-Pro recommends that Met-Pro’s shareholders vote “FOR” each of (i) the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger, (ii) the approval by non-binding advisory vote of the merger-related compensation that may become payable to Met-Pro’s named executive officers and (iii) the adjournment or postponement of the Met-Pro special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the CECO special meeting or the Met-Pro special meeting, as applicable, please take the time to vote by using the Internet or by telephone as described in this joint proxy statement/prospectus or by completing the enclosed proxy card and mailing it in the enclosed envelope. Information about the meetings, the Mergers and the other business to be considered at the meetings is contained in this joint proxy statement/prospectus. You are urged to read this joint proxy statement/prospectus, including any documents incorporated by reference herein, carefully and in its entirety.

In particular, you should carefully read the section entitled “Risk Factors” beginning on page 23 for a discussion of certain of the material risks to consider in evaluating the Merger Agreement and the Mergers and how they will affect you.

Thank you for your cooperation and continued support.

Sincerely,

Jeffrey Lang

Chief Executive Officer

CECO Environmental Corp.

Raymond J. De Hont

Chief Executive Officer and President

Met-Pro Corporation

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger Agreement and the Mergers described in this joint proxy statement/prospectus or the CECO common stock to be issued in the First Merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [—], 2013 and is first being mailed to CECO stockholders and Met-Pro shareholders on or about [—], 2013.

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about CECO and Met-Pro from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your oral or written request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

CECO Environmental Corp.

4625 Red Bank Road, Suite 200

Cincinnati, Ohio 45227

Attention: Investor Relations

Telephone: (513) 458-2600

www.cecoenviro.com

Met-Pro Corporation

160 Cassell Road, P.O. Box 144

Harleysville, Pennsylvania 19438

Attention: Investor Relations

Telephone: (215) 723-6751

www.met-pro.com

(All website addresses given in this joint proxy statement/prospectus are for information purposes only and are not intended to be an active link or to incorporate any website information into this joint proxy statement/prospectus.)

If you would like to request documents, please do so by [—], 2013 in order to receive them before the meetings.

For more detailed description of the information incorporated into this joint proxy statement/prospectus and how you can obtain it, please see the section entitled “Where You Can Find More Information” beginning on page 176.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus forms a part of a registration statement on Form S-4 (Registration No. 333-188797) filed by CECO and Met-Pro with the Securities and Exchange Commission. It constitutes a prospectus of CECO under Section 5 of the Securities Act of 1933, as amended, and the rules thereunder, with respect to the shares of CECO common stock to be issued to Met-Pro shareholders in the First Merger.

In addition, this document constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and a notice of meeting with respect to:

(i) the special meeting of CECO stockholders at which CECO stockholders will consider and vote upon:

•

the proposal to approve the issuance of CECO common stock to Met-Pro shareholders in the First Merger;

•

the proposal to approve an amendment to CECO’s 2007 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000; and

•

the proposal to adjourn or postpone the CECO special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

(ii) the special meeting of Met-Pro shareholders at which Met-Pro shareholders will consider and vote upon:

•

the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger;

•

the proposal to approve, by non-binding advisory vote, the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers; and

•

the proposal to adjourn or postpone the Met-Pro special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

LOGO

CECO ENVIRONMENTAL CORP.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD [—], 2013

To Our Stockholders:

A special meeting of stockholders of CECO Environmental Corp. (“CECO”) will be held at its executive offices, 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227 on [—], 2013 at [00:00 a/p.m.], Eastern Time. The special meeting of stockholders is being held for the following purposes:

1. To approve the issuance of CECO common stock to Met-Pro Corporation (“Met-Pro”) shareholders in the First Merger contemplated by the Agreement and Plan of Merger, dated as of April 21, 2013 (the “Merger Agreement”), by and among CECO, Met-Pro, Mustang Acquisition Inc., a wholly-owned subsidiary of CECO (“Merger Sub”), and Mustang Acquisition II Inc., a separate wholly-owned subsidiary of CECO (Mustang Acquisition II Inc., or its successor limited liability company, “Merger Sub II”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, pursuant to which (i) Merger Sub will merge with and into Met-Pro (the “First Merger”) and (ii) Met-Pro will merge with and into Merger Sub II (CECO Proposal No. 1);

2. To approve an amendment to CECO’s 2007 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000, as set forth in the CECO Amended and Restated 2007 Equity Incentive Plan, a copy of which is attached as Annex D to the accompanying joint proxy statement/prospectus (CECO Proposal No. 2); and

3. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve CECO Proposal Nos. 1 and 2 (CECO Proposal No. 3).

Only stockholders of record at the close of business on July 19, 2013 are entitled to vote at the special meeting or at any adjournment or postponement thereof.

We hope that as many stockholders as possible will personally attend the special meeting. Whether or not you plan to attend the meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card.

The board of directors of CECO unanimously recommends that you vote “FOR” each of (i) the issuance of CECO common stock to Met-Pro shareholders in the First Merger, (ii) the amendment to CECO’s 2007 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000 and (iii) the adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

By Order of the Board of Directors,

Jeffrey Lang

Chief Executive Officer

[—], 2013

LOGO

MET-PRO CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD [—], 2013

To Our Shareholders:

A special meeting of shareholders of Met-Pro Corporation (“Met-Pro”) will be held at The Holiday Inn Lansdale, 1750 Sumneytown Pike, Kulpsville, Pennsylvania 19443 on [—], 2013 at [00:00 a/p.m.], Eastern Time. The special meeting of shareholders is being held for the following purposes:

1. To adopt the Agreement and Plan of Merger, dated as of April 21, 2013 (the “Merger Agreement”), by and among CECO Environmental Corp. (“CECO”), Met-Pro, Mustang Acquisition Inc., a wholly-owned subsidiary of CECO (“Merger Sub”), and Mustang Acquisition II Inc., a separate wholly-owned subsidiary of CECO (Mustang Acquisition II Inc., or its successor limited liability company, “Merger Sub II”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, pursuant to which (i) Merger Sub will merge with and into Met-Pro (the “First Merger”) and (ii) Met-Pro will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), and approve the transactions contemplated by the Merger Agreement, including the First Merger (Met-Pro Proposal No. 1);

2. To approve, by non-binding advisory vote, the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers (Met-Pro Proposal No. 2); and

Only shareholders of record at the close of business on July 19, 2013 are entitled to vote at the special meeting or at any adjournment or postponement thereof.

We hope that as many shareholders as possible will personally attend the special meeting. Whether or not you plan to attend the special meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. Submitting your proxy in writing, by telephone or through the Internet will not prevent you from voting in person at the special meeting.

The board of directors of Met-Pro, by unanimous vote, has determined that it is in the best interests of Met-Pro and its shareholders to consummate the transactions contemplated by the Merger Agreement, and unanimously recommends that you vote “FOR” each of (i) the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger, (ii) the approval, by non-binding advisory vote, of the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers and (iii) the adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

By Order of the Board of Directors,

Raymond J. De Hont

Chief Executive Officer and President

SHAREHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO VOTE

AS PROMPTLY AS POSSIBLE

[—], 2013

TABLE OF CONTENTS


	Page

DEFINED TERMS USED IN THIS JOINT PROXY STATEMENT/PROSPECTUS		vi

QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE MET-PRO SPECIAL MEETING		1

QUESTIONS AND ANSWERS ABOUT THE CECO SPECIAL MEETING		9

SUMMARY		13

The Companies		13

General		14

The Met-Pro Special Meeting		20

The CECO Special Meeting		20

Shares Owned by Met-Pro Directors and Officers		21

Shares Owned by CECO Directors and Officers		21

The Voting Agreement		21

No Dissenters’ Rights		21

The Mergers		21

Debt Financing		22

RISK FACTORS		23

Risk Factors Relating to the Mergers		23

Risks Related to Met-Pro If the Mergers Are Not Completed		31

Risks Relating to Met-Pro		32

Risks Relating to CECO		32

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF CECO ENVIRONMENTAL CORP.		33

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF MET-PRO CORPORATION		34

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		35

COMPARATIVE PER SHARE MARKET PRICE, DIVIDEND AND OTHER DATA		36

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		39

THE COMPANIES		41

No Material Contracts with Met-Pro.		42

THE MERGERS		43

Background of the Mergers		43

Met-Pro’s Reasons for the Mergers and Recommendation of the Met-Pro Board of Directors		55

Opinion of Financial Advisor to Met-Pro		59

CECO’s Reasons for the Mergers		68

Opinion of Financial Advisor to CECO		70

Financial Projections		78

Interests of Met-Pro Directors and Executive Officers in the Mergers		80

Interests of CECO Directors and Executive Officers in the Mergers		82

Indemnification; Directors’ and Officers’ Insurance		82

Regulatory Filings and Approvals Required to Complete the Mergers		83

Closing of the Mergers		83

-i-

TABLE OF CONTENTS

(continued)


	Page

Effect of the Mergers		83

Composition of the CECO Board of Directors and Management after Closing of the Mergers		83

Merger Consideration		84

Treatment of Met-Pro Equity Awards		86

Ownership of CECO Following the Mergers		87

Met-Pro Shareholders Making Cash and Stock Elections		87

Conversion of Shares; Exchange Procedures; Fractional Shares		92

Accounting Treatment		93

No Dissenters’ Rights of Met-Pro Shareholders		93

Stock Exchange Listing of CECO Common Stock		93

Delisting and Deregistration of Met-Pro Common Stock		93

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		94

THE MERGER AGREEMENT		100

The Mergers		100

What Will Happen in the Mergers		100

Closing and Effectiveness of the Mergers		100

Articles of Incorporation; Bylaws; Directors and Officers of the Constituent Corporations following the Mergers		101

Consideration to be Received in the Mergers		101

Election Procedures		102

Exchange and Payment Procedures		103

Lost, Stolen or Destroyed Certificates		104

No Transfers Following Effective Time of the Mergers		104

Withholding Taxes		104

Dividends and Distributions		104

No Dissenters’ Rights		105

Treatment of Met-Pro Equity Awards		105

Representations and Warranties		105

Material Adverse Effect		107

Met-Pro’s Conduct of its Business Prior to the Closing of the Mergers		108

CECO’s Conduct of its Business Prior to the Closing of the Mergers		110

Non-Solicitation; Superior Proposals		111

Recommendation of the CECO Board of Directors		114

Met-Pro Special Shareholders’ and CECO Special Stockholders’ Meetings		114

Indemnification; Directors’ and Officers’ Insurance		115

Employee Matters		116

Qualification as Reorganization for U.S. Federal Income Tax Purposes		116

No Adverse Effect if Corporate Tax		117

-ii-

TABLE OF CONTENTS

(continued)


	Page

Financing		117

Financing Cooperation		118

NASDAQ Listing of CECO Common Stock Merger Consideration		118

Other Covenants		119

Conditions of the Mergers		119

Termination; Termination Fees		121

Amendments; Waivers		124

Specific Performance		124

Expenses		125

THE VOTING AGREEMENT		126

Parties to the Voting Agreement		126

Agreement to Vote and Grant of Proxy		126

Restrictions on Transfers and Encumbrances		126

Termination		127

THE LOCK-UP AGREEMENTS		128

Parties to the Lock-Up Agreements		128

Restrictions on Transfers and Encumbrances		128

DEBT FINANCING		129

General		129

Senior Credit Facilities		129

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		131

CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2013		133

CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 2012		134

CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR PERIOD ENDED MARCH 31, 2013		135

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		136

DESCRIPTION OF CECO’S CAPITAL STOCK		141

General		141

Common Stock		141

Preferred Stock		141

COMPARISON OF RIGHTS OF COMMON SHAREHOLDERS OF MET-PRO AND COMMON STOCKHOLDERS OF CECO		141

Capitalization		142

Number, Election, Vacancy and Removal of Directors		142

Amendments to Charter Documents		143

-iii-

TABLE OF CONTENTS

(continued)


	Page

Amendments to Bylaws		144

Action by Written Consent		144

Notice of Shareholder Meetings and Actions		144

Special Shareholder Meetings		145

Limitation of Personal Liability and Indemnification of Directors and Officers		145

Dividends		146

Rights Plan		147

Voting Rights; Required Vote for Authorization of Certain Actions		147

Other Corporate Constituencies		152

Appraisal Rights and Dissenters’ Rights		152

Interested Directors		153

Certain Charter and By-Law Provisions		154

Delaware Anti-Takeover Law		154

DISSENTERS’ RIGHTS OF MET-PRO SHAREHOLDERS		155

THE MET-PRO SPECIAL MEETING		155

Date, Time and Place		155

Purpose of the Met-Pro Special Meeting		155

Met-Pro Board Recommendation		155

Who Can Vote at the Met-Pro Special Meeting		155

Vote Required; Quorum		155

Shares Owned by Met-Pro Directors and Executive Officers		156

Voting by Proxy		156

Met-Pro ESOP Participants		158

Solicitation of Proxies		158

MET-PRO PROPOSAL NO. 1: ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE FIRST MERGER		159

MET-PRO PROPOSAL NO. 2: APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE MERGER-RELATED PAYMENTS THAT MAY BECOME PAYABLE TO ITS NAMED EXECUTIVE OFFICERS		160

Cash Payments That May Become Payable to Named Executive Officers		160

Equity Awards		161

Supplemental Executive Retirement Benefits		162

Golden Parachute Compensation—Merger-Related Compensation		162

MET-PRO PROPOSAL NO. 3: APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE MET-PRO SPECIAL MEETING, IF NECESSARY OR APPROPRIATE		164

THE CECO SPECIAL MEETING		165

Date, Time and Place		165

-iv-

TABLE OF CONTENTS

(continued)


	Page

Purpose of the CECO Special Meeting		165

CECO Board Recommendation		165

Record Date; Shares Entitled to Vote; Required Vote; Quorum		165

Shares Owned by CECO Directors and Executive Officers		166

Voting Agreement		166

Voting of Proxies		166

Changing Your Vote		167

Solicitation of Proxies		167

CECO PROPOSAL NO. 1: APPROVAL OF THE ISSUANCE OF CECO COMMON STOCK IN CONNECTION WITH THE FIRST MERGER		168

CECO Board Recommendation and Required Stockholder Vote		168

CECO PROPOSAL NO. 2: APPROVAL OF THE INCREASE IN SHARES AUTHORIZED FOR ISSUANCE UNDER THE CECO 2007 EQUITY INCENTIVE PLAN		169

General		169

Proposed Amendment		169

Summary of the 2007 Equity Incentive Plan		170

Federal Income Tax Aspects of the 2007 Equity Incentive Plan, as Amended		171

Information Regarding Incentive Plan Benefits		172

Securities Authorized for Issuance under Equity Compensation Plans		173

Amendment of Incentive Plan Contingent on Approval and Closing of First Merger		173

CECO Board Recommendation and Required Stockholder Vote		173

CECO PROPOSAL NO. 3: APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE CECO SPECIAL MEETING, IF NECESSARY OR APPROPRIATE		174

CECO Board Recommendation and Required Stockholder Vote		174

OTHER MATTERS		175

Met-Pro Shareholder Proposals for 2014 Annual Meeting of Shareholders		175

CECO Stockholder Proposals for 2014 Annual Meeting of Stockholders		175

LEGAL MATTERS		175

EXPERTS		175

WHERE YOU CAN FIND MORE INFORMATION		176

Merger Agreement		ANNEX A

Voting Agreement		ANNEX B

Form of Lock-Up Agreement		ANNEX C

CECO Amended and Restated 2007 Equity Incentive Plan		ANNEX D

Opinion of William Blair & Company, L.L.C.		ANNEX E

Opinion of Jefferies LLC		ANNEX F

-v-

DEFINED TERMS USED IN THIS JOINT PROXY STATEMENT/PROSPECTUS


Articles of Merger		Articles of merger satisfying the applicable requirements of the Pennsylvania Business Corporation Law of 1988 and Delaware General Corporation Law, to be filed in connection with the First Merger

CECO*		CECO Environmental Corp., a Delaware corporation

Code		The Internal Revenue Code of 1986, as amended

Effective Time		The time at which the Articles of Merger are filed with the Commonwealth of Pennsylvania in connection with the First Merger

Equity Award Shares		The number of shares of Met-Pro common stock equal to the sum of (i) all Met-Pro restricted stock units and (ii) the in-the-money value of Met-Pro options calculated as outstanding shares using the treasury share method, based on the cash merger consideration of $13.75 per share

Exchange Act		Securities Exchange Act of 1934, as amended

First Merger		Business combination whereby Merger Sub will merge with and into Met-Pro, with Met-Pro as the surviving entity, pursuant to the Merger Agreement

Incentive Plan		CECO’s 2007 Equity Incentive Plan

Mergers		First Merger and Second Merger, collectively

Merger Agreement		Agreement and Plan of Merger, dated as of April 21, 2013, as it may be amended from time to time, by and among CECO, Met-Pro, Merger Sub and Merger Sub II

Merger Consideration		With respect to a given share of Met-Pro common stock, the right to receive either the cash consideration or the stock consideration designated with respect thereto in accordance with the Merger Agreement

Merger Sub		Mustang Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of CECO

Merger Sub II		Mustang Acquisition II Inc., a Delaware corporation and a wholly-owned subsidiary of CECO, or the Delaware limited liability company into which Mustang Acquisition II Inc. converts in accordance with the terms of the Merger Agreement

Merger Subs		Merger Sub and Merger Sub II

Met-Pro		Met-Pro Corporation, a Pennsylvania corporation

SEC		Securities and Exchange Commission

Second Merger		Business combination subsequent to the First Merger whereby Met-Pro (as the surviving entity of the First Merger) will merge with and into Merger Sub II, with Merger Sub II as the surviving entity, pursuant to the Merger Agreement

Securities Act		Securities Act of 1933, as amended

*	In this joint proxy statement/prospectus, “we,” “us” or “our” refer to CECO.

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QUESTIONS AND ANSWERS ABOUT THE MERGERS

AND THE MET-PRO SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the Mergers and the Met-Pro special meeting. These questions and answers may not address all questions that may be important to you as a shareholder of Met-Pro or as a stockholder of CECO. Please refer to the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents referred to in or incorporated by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 176.

For certain questions and answers about the CECO special meeting, see the section entitled “Questions and Answers about the CECO Special Meeting” beginning on page 9.

What are the Mergers?

In accordance with the terms and conditions of the Merger Agreement, if Met-Pro shareholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger, and CECO stockholders approve the issuance of CECO common stock to Met-Pro shareholders in the First Merger, and the other closing conditions in the Merger Agreement are satisfied or waived, (i) Merger Sub will merge with and into Met-Pro and (ii) Met-Pro will merge with and into Merger Sub II. As a result of the Mergers, the separate corporate existence of Met-Pro will cease, and the wholly-owned subsidiary of CECO will continue as the surviving company and a wholly-owned subsidiary of CECO. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

Is my vote necessary to complete the Mergers?

Yes. The companies have agreed to combine the two companies upon the terms and conditions of the Merger Agreement that is described in this joint proxy statement/prospectus. You are receiving these proxy materials to help you decide, among other matters, how to vote your shares of Met-Pro with respect to the proposed Mergers.

The Mergers cannot be completed unless, among other things, Met-Pro shareholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger.

The Met-Pro special meeting is being held to vote on, among other matters, the proposals necessary to complete the Mergers. Information about this meeting, the Mergers and the other business to be considered by Met-Pro shareholders is contained in this joint proxy statement/prospectus.

Your vote is important. Met-Pro encourages you to vote as soon as possible.

Are there other matters related to the Mergers that require the vote of Met-Pro shareholders?

Yes. At the Met-Pro special meeting, shareholders will be asked to consider and vote upon a proposal to approve, by non-binding advisory vote, the agreements and understandings of Met-Pro and its named executive officers concerning compensation that may become payable to or on behalf of such executive officers which is based on or otherwise relates to the Mergers, and the aggregate total of all such compensation. These payments are disclosed in this joint proxy statement/prospectus in the section entitled “The Mergers—Interests of Met-Pro Directors and Executive Officers in the Mergers—Merger-Related Compensation” beginning on page 81 and the section entitled “Met-Pro Proposal No. 2: Approval, by Non-Binding Advisory Vote, of the Merger-Related Payments That May Become Payable to Its Named Executive Officers” beginning on page 160.

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What will shareholders receive in the Mergers?

Met-Pro shareholders may make one of the following elections, or a combination of the two, regarding the type of Merger Consideration they wish to receive in exchange for shares of Met-Pro common stock:

•

a cash election to receive $13.75 in cash, without interest, for each share of Met-Pro common stock; or

•

a stock election to receive shares of CECO common stock valued at $13.75 based on volume weighted average trading price for the 15-trading day period ending on the last trading day before the closing of the First Merger, subject to a collar so that there will be a maximum exchange ratio of 1.3520 shares of CECO common stock for each share of Met-Pro common stock and a minimum exchange ratio of 1.0000 share of CECO common stock for each share of Met-Pro common stock, subject to certain exceptions.

If Met-Pro shareholders make a cash election or a stock election, the form of Merger Consideration that they actually receive as a Met-Pro shareholder may be adjusted as a result of the proration procedures contained in the Merger Agreement and described in this joint proxy statement/prospectus in the section entitled “The Mergers—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87. These proration procedures are designed to ensure that approximately 53% of the Met-Pro shares (treating all Equity Award Shares as outstanding shares) will be exchanged for cash (which, together with the amount of cash paid for Equity Award Shares, is capped at $109.5 million) and approximately 47% of the Met-Pro shares outstanding immediately prior to the First Merger are converted into the right to receive CECO common stock.

For more information regarding the consideration Met-Pro shareholders may receive in connection with the First Merger, see the section entitled “The Mergers—Merger Consideration” beginning on page 84.

How and when do Met-Pro shareholders make a cash election or a stock election?

Met-Pro shareholders should carefully review and follow the instructions accompanying the form of election, which will be mailed to you separately from this joint proxy statement/prospectus within five business days after the mailing of this joint proxy statement/prospectus. Met-Pro shareholders of record as of July 19, 2013 will have a minimum of 14 business days following the mailing date of the form of election to make their elections. Any Met-Pro shareholder who became a Met-Pro shareholder after the record date for the special meeting, or who did not otherwise receive a form of election, should contact Met-Pro or his, her or its broker, bank or other nominee to obtain a form of election. Met-Pro will make available forms of election to such persons up until the close of business on the last business day prior to the election deadline. To make a cash election or a stock election, Met-Pro shareholders of record must properly complete, sign and send the form of election and any stock certificates representing their Met-Pro shares, or a guarantee of delivery as described in the instructions accompanying the form of election, to American Stock Transfer & Trust Company, LLC, the exchange agent, as follows:


By mail:	By Facsimile Transmission:	Overnight Courier:

American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042	(718) 234-5001 To Confirm Facsimile Transmission (For Eligible Institutions Only): (877) 248-6417	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

The exchange agent must receive the form of election and any stock certificates representing Met-Pro shares, or a guarantee of delivery as described in the instructions accompanying the form of election, at or prior to the election deadline. The election deadline will be 5:00 p.m., Eastern Time, on the date that is one business day before the date of the Met-Pro special meeting (or such other date as CECO and Met-Pro mutually agree). CECO and Met-Pro will publicly announce the anticipated election deadline at least five business days prior to the date of the Met-Pro special meeting.

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If you own Met-Pro shares in “street name” through a bank, broker or other nominee and you wish to make an election, you should seek instructions from the financial institution holding your shares concerning how to make your election.

Can Met-Pro shareholders elect to receive cash consideration for a portion of Met-Pro shares and stock consideration for remaining Met-Pro shares?

Yes. The form of election allows an election to be made for cash consideration for a portion of Met-Pro shares and stock consideration for remaining Met-Pro shares.

Can Met-Pro shareholders change their election after the form of election has been submitted?

Yes. Met-Pro shareholders may revoke an election at or prior to the election deadline by submitting a written notice of revocation to the exchange agent at or prior to the election deadline. Revocations must specify the name in which the shares are registered on the share transfer books of Met-Pro and such other information as the exchange agent may request. If Met-Pro shareholders wish to submit a new election, they must do so at or prior to the election deadline in accordance with the election procedures described in this joint proxy statement/prospectus and the form of election, which will be mailed to you separately from this joint proxy statement/prospectus no later than five business days after the mailing of this joint proxy statement/prospectus. If Met-Pro shareholders instructed a broker or other nominee holder to submit an election for their shares, they must follow the broker’s or other nominee’s directions for changing those instructions. The notice of revocation must be received by the exchange agent at or prior to the election deadline in order for the revocation to be valid.

May Met-Pro shareholders transfer Met-Pro shares after making a cash election or a stock election?

No. Once a Met-Pro shareholder properly makes an election with respect to any shares of Met-Pro common stock, they will be unable to sell or otherwise transfer those shares, unless they properly revoke their election at or prior to the election deadline or unless the Merger Agreement is terminated.

What happens if a Met-Pro shareholder does not send a form of election or it is not received by the election deadline?

If the exchange agent does not receive a properly completed form of election from a Met-Pro shareholder at or prior to the election deadline (together with any stock certificates representing the shares of Met-Pro common stock covered by the election or a guarantee of delivery as described in the form of election), then such Met-Pro shareholder will be deemed not to have made an election and will have no control over the type of Merger Consideration they receive. As a result, Met-Pro shares may be exchanged for cash consideration, stock consideration or a combination of cash consideration and stock consideration in accordance with the proration procedures contained in the Merger Agreement and described in the section entitled “The Mergers—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87. Met-Pro shareholders bear the risk of delivery of all the materials that they are required to submit to the exchange agent in order to properly make an election.

If a Met-Pro shareholder does not properly make an election with respect to all Met-Pro shares they owned of record, after the completion of the First Merger they will receive written instructions from the exchange agent on how to exchange Met-Pro stock certificates for the shares of CECO common stock and/or cash that they are entitled to receive in the First Merger as a non-electing Met-Pro shareholder.

Because Met-Pro shareholders making elections will likely take the relative values of the stock consideration and cash consideration into account in determining what form of election to make, they will likely elect the form of consideration resulting in the higher value. As a result, if a Met-Pro shareholder

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fails to make an election they are likely to receive the consideration having the lower value (based on the relative values of the cash consideration and the stock consideration as of the last trading day before the closing of the First Merger).

May Met-Pro shareholders submit a form of election even if they do not vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger?

Yes. Met-Pro shareholders may submit a form of election even if they fail to vote, abstain, or vote against the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger.

Where and when is the special meeting of Met-Pro shareholders?

The special meeting will be held on [—], 2013 at [00:00 a/p.m.], Eastern Time at The Holiday Inn Lansdale, 1750 Sumneytown Pike, Kulpsville, Pennsylvania 19443.

Who can vote at the Met-Pro special meeting?

Met-Pro shareholders can vote at the Met-Pro special meeting if they owned shares of Met-Pro common stock at the close of business on July 19, 2013, the record date for the special meeting.

Who can attend the Met-Pro special meeting?

All shareholders of record as of July 19, 2013, or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting. If you hold your shares in “street name,” you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

What vote of Met-Pro shareholders is required to approve the proposals?

To adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger, holders of a majority of the outstanding shares of Met-Pro common stock entitled to vote must vote their shares “FOR” the proposal. As a result, abstentions and failures to vote have the effect of a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger.

To approve, by non-binding advisory vote, the merger-related compensation, holders of a majority of the shares of Met-Pro common stock casting votes at the special meeting must vote their shares “FOR” the proposal. As a result, abstentions and failures to vote will have no effect on the proposal to approve, by non-binding advisory vote, the merger-related compensation.

To approve adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies, holders of a majority of the shares of Met-Pro common stock casting votes at the special meeting must vote their shares “FOR” the proposal. As a result, abstentions and failures to vote will have no effect on the proposal to adjourn or postpone the special meeting.

What constitutes a quorum for the Met-Pro special meeting?

A majority of the outstanding shares of Met-Pro’s common stock entitled to vote being present in person or represented by proxy constitutes a quorum for the special meeting. If a quorum is not present, the shareholders present, in person or by proxy, may adjourn the meeting, without notice other than announced at the meeting, to another place, if any, date or time.

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How does the Board of Directors of Met-Pro recommend that Met-Pro shareholders vote?

The Met-Pro board of directors, by unanimous vote, has determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Met-Pro and its shareholders and recommends that Met-Pro shareholders vote:

•

“FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger;

•

“FOR” the approval, by non-binding advisory vote, of the merger-related compensation that may become payable to certain executive officers of Met-Pro in connection with the Mergers; and

•

“FOR” the adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

The board is soliciting shareholder votes consistent with the board’s recommendation.

You should read the section entitled “The Mergers—Met-Pro’s Reasons for the Mergers and Recommendation of Met-Pro Board of Directors” beginning on page 55 for a discussion of the factors that the board considered in deciding to recommend voting “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger.

How do I vote?

If you are a Met-Pro shareholder of record (or if you hold any shares in the Met-Pro ESOP) after carefully reading and considering the information contained in this joint proxy statement/prospectus you may vote by any of the following methods:

•

Internet. Electronically through the Internet by accessing www.voteproxy.com. To vote through the Internet, you should sign on to this website and follow the procedures described at the website. Internet voting is available 24 hours a day until [—], and the procedures are designed to authenticate votes cast by using a control number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card. If you vote through the Internet, your proxy will be voted as you direct on the website.

•

Mail. By returning your proxy through the mail. If you complete and properly sign the accompanying proxy card and return it to Met-Pro, it will be voted as you direct on the proxy card. You should follow the instructions set forth on the proxy card, being sure to complete it, to sign it and to mail it in the enclosed postage-paid envelope.

•

Telephone. By calling the telephone number included on the proxy card. Telephone voting is available 24 hours a day until [—], and the procedures are designed to authenticate votes cast by using a control number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

•

In Person. Voting in person at the meeting.

Met-Pro recommends that you vote in advance even if you plan to attend the meeting so that Met-Pro will know as soon as possible that enough votes will be present for Met-Pro to hold the meeting. If you are a shareholder of record and attend the meeting, you may vote at the meeting or deliver your completed proxy card in person. If you properly return or submit your proxy but do not indicate how you wish to vote, Met-Pro (or the ESOP trustee) will count your proxy as a vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger, “FOR” the approval, by non-binding advisory

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vote, of the merger-related compensation and “FOR” adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

If your shares are held in “street name,” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares, including whether you may be able to vote electronically through your bank, broker or other record holder. If so, instructions regarding electronic voting will be provided by the bank, broker or other holder of record to you as part of the package that includes this joint proxy statement/prospectus. If you are a “street name” stockholder and you wish to vote in person at the meeting, you will need to obtain a proxy from the institution that holds your shares and present it to the inspector of elections with your ballot when you vote at the special meeting.

What is the difference between a shareholder of record and a “street name” beneficial holder of shares?

If your shares are registered directly in your name with Met-Pro’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a shareholder of record with respect to those shares. If this is the case, the shareholder proxy materials have been sent or provided directly to you by Met-Pro.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, the proxy materials have been forwarded to you by your brokerage firm, bank or other nominee, which is considered the shareholder of record with respect to these shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Please contact your broker, bank, or other nominee for instructions on how to vote any shares you beneficially own.

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

No. If your shares are held for you as a beneficial owner in “street name,” your broker will vote your shares on the proposals only if you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted and will have the effect of a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger, and will have no effect on the proposal to approve, by non-binding advisory vote, the merger-related compensation and the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

Can I change my vote after I have delivered my proxy?

Yes. You can change your vote before the Met-Pro special meeting. If you are a Met-Pro shareholder of record (or if you hold any shares in the Met-Pro ESOP), you may change your proxy voting instructions prior to commencement of the special meeting by:

•

granting a new proxy (by mail, by phone or over the Internet), as described in the section entitled “The Met-Pro Special Meeting—Voting by Proxy” beginning on page 156;

•

submitting a notice of revocation to the Secretary of Met-Pro at the address set forth in the section entitled “The Met-Pro Special Meeting—Voting by Proxy” beginning on page 156 prior to the commencement of the special meeting; or

•

voting in person at the special meeting. Attendance at the special meeting will not in and of itself constitute revocation of a proxy.

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker or other nominee holder in accordance with the procedures established by it. Please contact your broker or other nominee and follow its directions in order to change your vote.

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What if I do not specify a choice for a matter when returning a proxy?

Shareholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, proxies that are signed and returned will be voted:

•

“FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger (see page 159);

•

“FOR” the approval, by non-binding advisory vote, of the merger-related payments that may become payable to the named executive officers of Met-Pro in connection with the Mergers (see page 160); and

•

“FOR” the adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies (see page 164).

The board is soliciting shareholder votes consistent with the board’s recommendation.

Should I send in my Met-Pro stock certificates with my proxy card?

No. Please DO NOT send your Met-Pro stock certificates with your proxy card.

Should I send in my form of election with my proxy card?

No. If you wish to make an election with respect to your Met-Pro shares, then, prior to 5:00 p.m., Eastern Time, on the last business day prior to the Met-Pro special meeting, American Stock Transfer & Trust Company, LLC, the exchange agent, must have received your completed, signed form of election (together with your Met-Pro stock certificates or a guarantee of delivery) as described in the form of election. This form of election will be mailed to you separately from these proxy materials within five business days after the mailing of these proxy materials. If your shares are held in “street name,” you should follow your broker’s or other nominee’s instructions for making an election with respect to your shares.

If you make no election with respect to your Met-Pro shares, after the completion of the First Merger you will receive a letter of transmittal for you to use in surrendering any Met-Pro stock certificates you have at that time.

When do Met-Pro and CECO expect the Mergers to be completed?

Met-Pro and CECO are working to complete the Mergers as quickly as possible. If the Merger Agreement is adopted and the transactions contemplated thereby, including the First Merger, are approved by Met-Pro shareholders, the issuance of CECO common stock to Met-Pro shareholders in the First Merger is approved by CECO stockholders, and the other conditions to completion of the Mergers are satisfied or waived, it is anticipated that the Mergers will be completed in the third quarter of 2013.

Will Met-Pro continue to pay dividends on its common stock until the Mergers are completed?

Under the terms of the Merger Agreement, Met-Pro is expressly permitted to continue to pay a quarterly dividend of $0.0725 per share consistent with its past practice. However, all future dividend payments are at the discretion of the Met-Pro board and changes in the dividend program will depend on Met-Pro’s earnings, capital requirements, financial condition, debt covenants and other factors considered relevant by the Met-Pro board of directors.

Can Met-Pro shareholders dissent or require appraisal of their shares?

No. Under Pennsylvania law, Met-Pro shareholders do not have a right to dissent or seek an appraisal of their shares.

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Who can help answer my questions?

If Met-Pro shareholders have any questions about the Mergers or the Met-Pro special meeting, or if they need additional copies of this joint proxy statement/prospectus or the enclosed proxy card or the form of election that will be sent separately from this joint proxy statement/prospectus within five business days after the mailing of this joint proxy statement/prospectus, they should contact:

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Call Toll Free: (800) 662-5200

Banks and Brokerage Firms Call Collect: (203) 658-9400

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QUESTIONS AND ANSWERS ABOUT THE CECO SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the CECO special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of CECO. Please refer to the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents referred to in or incorporated by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 176.

For certain questions and answers about the Met-Pro special meeting and the Mergers, please refer to the section entitled “Questions and Answers about the Mergers and the Met-Pro Special Meeting” beginning on page 1.

What is the purpose of this joint proxy statement/prospectus?

The purpose of this joint proxy statement/prospectus is to provide information regarding matters to be voted on at the special meeting of CECO’s stockholders. This joint proxy statement/prospectus is also the document used by CECO’s board to solicit proxies to be used at the special meeting. Proxies are solicited by CECO’s board to give all stockholders of record an opportunity to vote on the matters to be presented at the special meeting, even if the stockholders cannot attend the meeting. The board has designated Jason DeZwirek and Jeffrey Lang as proxies, who will vote the shares represented by proxies at the special meeting in the manner indicated by the proxies.

What proposals will be voted on at the CECO special meeting?

CECO stockholders will vote on the following proposals at the special meeting:

•

the approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger, as contemplated by the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus (CECO Proposal No. 1);

•

the approval of an amendment to CECO’s 2007 Equity Incentive Plan (the “Incentive Plan”) to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000, as set forth in the CECO Amended and Restated 2007 Equity Incentive Plan, a copy of which is attached as Annex D to this joint proxy statement/prospectus (CECO Proposal No. 2); and

•

the approval of the adjournment or postponement of the CECO special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies (CECO Proposal No. 3).

Is approval of the amendment of the Incentive Plan required to complete the Mergers?

No. However, CECO’s board of directors has made the proposed amendment of the Incentive Plan contingent upon closing of the First Merger. If the First Merger is not completed, then the proposed amendment of the Incentive Plan will not be implemented, even if approved by CECO’s stockholders.

Who is entitled to vote?

Each outstanding share of CECO’s common stock entitles its holder to cast one vote on each matter to be voted upon at the special meeting. Only stockholders of record at the close of business on the record date, July 19, 2013, are entitled to receive notice of the special meeting and to vote the shares of common stock that they held on that date at the meeting, or any adjournment or postponement of the meeting. If your shares are held for you as a beneficial holder in “street name,” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares.

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A complete list of stockholders entitled to vote at the special meeting will be available for examination by any stockholder at CECO’s corporate headquarters, 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227, during normal business hours for a period of ten days before the special meeting and at the time and place of the special meeting.

What is the difference between a stockholder of record and a beneficial holder of shares?

If your shares are registered directly in your name with CECO’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to those shares. If this is the case, the stockholder proxy materials have been sent or provided directly to you by CECO.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, the proxy materials have been forwarded to you by your brokerage firm, bank or other nominee, which is considered the stockholder of record with respect to these shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Please contact your broker, bank or other nominee for instructions on how to vote any shares you beneficially own.

Who can attend the meeting?

All stockholders of record as of July 19, 2013, or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting. If you hold your shares in “street name,” you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

What constitutes a quorum?

A quorum of stockholders is necessary to hold the special meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. As of July 19, 2013, the record date, [—] shares of CECO’s common stock were outstanding. Abstentions and broker non-votes will be included in the calculation of the number of shares considered present at the meeting for purposes of establishing a quorum. In the event that a quorum is not present at the special meeting, CECO expects that the special meeting will be adjourned or postponed to solicit additional proxies.

How do I vote?

If you are a stockholder of record, you may vote by any of the following methods:

•

Mail. By returning your proxy through the mail. If you complete and properly sign the accompanying proxy card and return it to CECO, it will be voted as you direct on the proxy card. You should follow the instructions set forth on the proxy card, being sure to complete it, to sign it and to mail it in the enclosed postage-paid envelope.

•

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number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

•

In Person. Voting in person at the meeting.

CECO recommends that you vote in advance even if you plan to attend the meeting so that CECO will know as soon as possible that enough votes will be present for CECO to hold the meeting. If you are a stockholder of record and attend the meeting, you may vote at the meeting or deliver your completed proxy card in person.

Can I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy, you may change your vote before the CECO special meeting. If you are a CECO shareholder of record, you may change your proxy voting instructions prior to commencement of the special meeting by:

•

delivering to CECO’s Secretary at the address on the first page of this joint proxy statement/prospectus a written notice of revocation of your proxy by mail, by telephone or through the Internet;

•

delivering a duly executed proxy bearing a later date; or

•

voting in person at the special meeting. Attendance at the special meeting will not in and of itself constitute revocation of a proxy.

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee holder in accordance with the procedures established by it. Please contact your broker, bank or other nominee and follow its directions in order to change your vote.

How many votes are required for the proposals to pass?

The vote required for each of (i) the approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger (CECO Proposal No. 1), (ii) the approval of the amendment of the Incentive Plan to add 600,000 shares to the total number of shares reserved for issuance under the Incentive Plan (CECO Proposal No. 2) and (iii) the proposal to adjourn or postpone the CECO special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies (CECO Proposal No. 3), is the affirmative vote of a majority of the votes present, in person or by proxy, and entitled to vote on the matter.

How are abstentions and broker non-votes treated?

If a stockholder abstains from voting on CECO Proposal Nos. 1, 2 or 3, it will have the same effect as a vote “AGAINST” that proposal. Broker non-votes with respect to any matter are not entitled to vote for purposes of determining whether stockholder approval for that matter has been obtained and, therefore, have no effect on that proposal. A broker “non-vote” occurs on a proposal when shares held of record by a broker are present or represented at the meeting but the broker is not permitted to vote on that proposal without instruction from the beneficial owner of the shares and no instruction has been given. We believe that brokers, banks and other nominees do not have discretionary authority to vote on Proposal Nos. 1, 2 or 3 absent instructions from the beneficial owner and that, as a result, broker non-votes will not be entitled to vote at the CECO special meeting.

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What if I do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, proxies that are signed and returned will be voted:

•

“FOR” approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger (see page 168); and

•

“FOR” approval of an amendment the Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000 (see page 169); and

•

“FOR” approval of the adjournment or postponement of the special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies (see page 174).

What are the board’s recommendations?

The board’s recommendations, together with the description of each proposal, are set forth in this joint proxy statement/prospectus. In summary, the board recommends that you vote:

•

“FOR” approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger (see page 168); and

•

“FOR” approval of an amendment to the Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000 (see page 169); and

•

“FOR” approval of the adjournment or postponement of the special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies (see page 174).

You should read the section entitled “The Mergers—CECO’s Reasons for the Mergers” beginning on page 68 for a discussion of the factors that CECO’s board considered in deciding to recommend voting “FOR” the approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger contemplated by the Merger Agreement.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the enclosed proxy card will vote in accordance with the recommendations of the board of directors.

Who can I contact if I have any questions?

CECO Environmental Corp.

4625 Red Bank Road, Suite 200

Cincinnati, Ohio 45227

Attention: Investor Relations

Telephone: (513) 458-2600

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SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all the information that is important to you. To understand the Mergers fully and for a more complete description of the legal terms of the Mergers, you should carefully read this entire joint proxy statement/prospectus and the other documents to which you are referred. Please also refer to the section entitled “Where You Can Find More Information” beginning on page 176. Page references are included to direct you to a more complete description of the topics presented in this summary.

The Companies (page 41)

CECO

Founded in 1966 and based in Cincinnati, Ohio, CECO, a Delaware corporation, through its operating subsidiaries, provides air-pollution control technology products and services primarily in the United States, Canada, and the People’s Republic of China. CECO principally offers engineered equipment, cyclones, scrubbers, dampers, diverters, regenerative thermal oxidizers, component parts, and monitoring and managing services through three main divisions: the Engineered Equipment Technology and Parts Group, the Contracting/Services Group and the Component Parts Group.

CECO markets its products and services primarily under Effox, Flextor, Kirk & Blum, KB Duct, Fisher-Klosterman, FKI, Buell, A.V.C., Busch International, CECO Filters, CECO Abatement Systems, Adwest, and Aarding brands. CECO principally serves aerospace, brick, cement, steel, ceramics, metalworking, printing, paper, food, foundries, utilities, metal plating, woodworking, chemicals, glass, automotive, ethanol, pharmaceuticals, and refining industries.

Additional information about CECO and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. Please refer to the section entitled “Where You Can Find More Information” beginning on page 176.

CECO’s principal executive offices are located at 4625 Red Bank Road, Suite 200, Cincinnati, Ohio and the telephone number at that location is (513) 458-2600.

Met-Pro

Met-Pro, a Pennsylvania corporation, is a leading niche-oriented global provider of product recovery, pollution control, fluid handling and filtration solutions.

Met-Pro markets and sells its products through its own personnel, distributors, representatives and agents. Met-Pro’s products are sold worldwide primarily in industrial markets. Met-Pro has identified five operating segments and has aggregated those operating segments into three reportable segments and one other segment, as follows: (i) Product Recovery/Pollution Control Technologies; (ii) Fluid Handling Technologies; and (iii) Mefiag Filtration Technologies; with the other segment being Filtration/Purification Technologies.

The Product Recovery/Pollution Control Technologies segment provides solutions and manufactures products for the purification of air or liquids. The Fluid Handling Technologies segment manufactures high quality horizontal, vertical, and in-tank centrifugal pumps that handle corrosive, abrasive and high temperature liquids. The Mefiag Filtration Technologies segment manufactures filtration systems utilizing primarily horizontal disc technology. The Filtration/Purification Technologies segment supplies proprietary chemicals for the treatment of municipal drinking water systems and boiler and cooling tower systems, cartridges and filter housings, and filtration products for difficult industrial air and liquid applications.

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Additional information about Met-Pro and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. Please refer to the section entitled “Where You Can Find More Information” beginning on page 176.

Met-Pro’s principal executive offices are located at 160 Cassell Road, Harleysville, Pennsylvania and the telephone number at that location is (215) 723-6751.

Mustang Acquisition Inc.

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of CECO. It was incorporated on April 11, 2013 solely for the purpose of effecting the First Merger, pursuant to the Merger Agreement.

Mustang Acquisition II Inc.

Merger Sub II is a Delaware corporation and a wholly-owned subsidiary of CECO. It was incorporated on April 18, 2013 solely for the purpose of effecting the Second Merger, pursuant to the Merger Agreement. It is anticipated that prior to the closing of the First Merger, Merger Sub II will be converted into a Delaware limited liability company in accordance with the terms of the Merger Agreement.

General

What Met-Pro Shareholders Will Receive in the Mergers (page 84)

At the Effective Time, each issued and outstanding share of Met-Pro common stock (other than shares held in Met-Pro’s treasury or owned by any Met-Pro subsidiary, CECO, Merger Sub or Merger Sub II) will be converted into the right to receive, at the holder’s election, either (i) $13.75 in cash, without interest, or (ii) shares of CECO common stock valued at $13.75 based on the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger, subject to a collar so that there will be a maximum exchange ratio of 1.3520 shares of CECO common stock for each share of Met-Pro common stock and a minimum exchange ratio of 1.0000 share of CECO common stock for each share of Met-Pro common stock, subject to proration so that approximately 53% of the Met-Pro shares (treating all Equity Award Shares as outstanding shares) will be exchanged for cash (which, together with the amount of cash paid for Equity Award Shares, is capped at $109.5 million) and approximately 47% for CECO common stock. In other words, if the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger is less than $10.17, such shares will be valued at $10.17 for purposes of determining the Merger Consideration and the number of shares of CECO common stock issuable for each share of Met-Pro common stock will not be further increased. Likewise, if the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger is greater than $13.75, such shares will be valued at $13.75 for the purposes of determining the Merger Consideration and the number of shares of CECO common stock issuable for each share of Met-Pro common stock will not be further decreased. All holders of Equity Award Shares will be paid in cash and shall not be subject to such proration. Because Equity Award Shares reduce the number of outstanding Met-Pro shares that will convert to cash, approximately 51.6% of outstanding Met-Pro shares (exclusive of Equity Award Shares) will convert into the right to receive cash, and approximately 48.4% will convert into the right to receive CECO common stock, assuming 15,075,000 fully diluted shares outstanding as of July 1, 2013 (calculated using the treasury share method).

In this joint proxy statement/prospectus, when the term “Merger Consideration” is used with respect to a given share of Met-Pro common stock, it means either the cash consideration (with respect to a share of Met-Pro common stock representing the right to receive the cash consideration) or the stock consideration (with respect to a share of Met-Pro common stock representing the right to receive the stock consideration).

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As a result of the collar, the exchange ratio and value of CECO common stock to be issued in the First Merger is subject to fluctuation and will not be known until immediately preceding the closing of the First Merger. As an example, the volume weighted average closing price of CECO common stock on the NASDAQ Global Market for the 15 consecutive trading days ending on the last trading day before June 24, 2013 was $12.06. Assuming that the closing of the First Merger occurred on June 24, 2013, a share of Met-Pro common stock entitled to stock consideration would receive 1.1401 shares of CECO common stock based on an exchange ratio of 1.1401. For additional examples of the differing exchange ratios and value of CECO common stock issuable in the First Merger, please see page 85.

The example above is illustrative only. The actual average CECO common stock price may be different than that set forth in the example above, as the actual average CECO common stock price will not be determined until immediately preceding the closing of the First Merger. In addition, the average CECO common stock price may not be equal to the market price of the CECO common stock at the Effective Time.

Met-Pro does not have any right to terminate the transaction if the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger falls below $10.17. This means that Met-Pro shareholders who elect to receive stock consideration, or who will receive stock consideration as a result of the proration procedures in the Merger Agreement, for their shares of Met-Pro common stock could receive shares of CECO common stock valued at less than $13.75 per share. In the event this was to occur, Met-Pro would not resolicit approval of the adoption of the Merger Agreement or approval of the First Merger, nor reopen the Merger Consideration election period.

Neither CECO nor Met-Pro is making any recommendation as to whether Met-Pro shareholders should elect to receive cash consideration or stock consideration in the First Merger. Met-Pro shareholders must make their own decision with respect to such election. No guarantee can be made that Met-Pro shareholders will receive the amount of cash consideration or stock consideration they elect. As a result of the proration procedures in the Merger Agreement, which are described in this joint proxy statement/prospectus, Met-Pro shareholders may receive stock consideration or cash consideration in amounts that are different from the amounts they elected to receive. Because the value of the stock consideration and cash consideration may differ, Met-Pro shareholders may receive consideration having an aggregate value less than what they elected to receive. Met-Pro shareholders should obtain current and historical market quotations for CECO common stock before deciding what elections to make.

The actual value to be received by Met-Pro shareholders will be based on the relative values of the stock consideration and cash consideration calculated as of the last trading day before the closing of the First Merger. Because Met-Pro shareholders making elections will likely take into account the relative values of the stock consideration and cash consideration in determining what form of election to make, they will likely elect the form of consideration resulting in the higher value. As a result, if you fail to make an election you are likely to receive the form of consideration having the lower value (based on the relative values of the stock consideration and cash consideration as of the last trading day before the First Merger).

Ownership of CECO Following the Mergers (page 87)

Based on the number of shares of Met-Pro common stock and CECO common stock outstanding on the record date, it is anticipated that, immediately following the First Merger, Met-Pro shareholders who receive stock consideration in the First Merger will own in the aggregate (excluding any CECO shares they may own or acquire prior to consummation of the First Merger) between approximately [—]% and [—]% of the outstanding shares of CECO common stock.

After completion of the First Merger, each CECO stockholder will have the same number of shares of CECO common stock that such stockholder held immediately prior to the completion of the First Merger. However, upon issuance of the shares of CECO common stock to Met-Pro shareholders in connection with the First Merger, each share of CECO common stock outstanding immediately prior to the completion of the First

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Merger will represent a smaller percentage of the aggregate number of shares of CECO common stock outstanding after the completion of the First Merger. On the other hand, each share of CECO common stock will then represent an interest in a company with more assets.

What Will Happen in the Mergers (page 100)

At the Effective Time, each issued and outstanding share of common stock of Met-Pro (other than shares held in Met-Pro’s treasury or owned by any Met-Pro subsidiary, CECO, Merger Sub or Merger Sub II) will be converted into the Merger Consideration (as described above), and each issued and outstanding share of common stock of Merger Sub will be converted into one share of common stock of Met-Pro (as the surviving corporation of the First Merger). At the effective time of the Second Merger, each issued and outstanding share of common stock of Met-Pro (as the surviving corporation of the First Merger) will be cancelled and extinguished for no consideration, after which CECO will own all of the issued and outstanding shares of capital stock or other equity interests of the surviving entity of the Second Merger.

The purpose of the Second Merger is to ensure that the Mergers, taken together, qualify as a reorganization under Section 368(a) of the Code which requires, among other things, that there is at least 40% continuity of interest. The 40% continuity of interest requirement will be met if the value of the CECO common stock that is delivered in the First Merger in exchange for shares of Met-Pro common stock that are outstanding prior to the Effective Time is equal to 40% or more of the sum of the (i) value of the CECO common stock and (ii) the cash that is treated as received in the First Merger in exchange for shares of Met-Pro common stock. Neither the Met-Pro shareholders nor the CECO stockholders will have an opportunity to vote on the Second Merger. The only condition to completion of the Second Merger is the closing of the First Merger.

Regulatory Filings and Approvals Required to Complete the Mergers (page 83)

Hart-Scott-Rodino. The transactions contemplated by the Merger Agreement do not require CECO and Met-Pro to submit antitrust notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder by the FTC.

CECO is not aware of any material governmental or regulatory approval required for the completion of the Mergers other than compliance with the applicable corporate law of the Commonwealth of Pennsylvania and the State of Delaware.

Closing of the Mergers (page 83)

CECO and Met-Pro currently anticipate closing the Mergers as soon as practicable following adoption of the Merger Agreement and approval of the First Merger at the Met-Pro special meeting, and approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger at the CECO special meeting, which CECO and Met-Pro anticipate will be within one week after such approvals are obtained.

Composition of the CECO Board of Directors and Management after Closing of the Mergers (page 83)

CECO currently anticipates that following the closing of the Mergers, the composition of the CECO board of directors will continue to be the current directors of CECO.

As of the date of this joint proxy statement/prospectus, CECO has not finalized any arrangements with current executive officers of Met-Pro with respect to their employment by CECO. CECO currently anticipates that Raymond J. De Hont, Chief Executive Officer and President of Met-Pro, will become Chief Operating Officer of CECO, and Neal E. Murphy, Vice President-Finance, Chief Financial Officer, Secretary and Treasurer of Met-Pro, will become Chief Financial Officer of CECO, however, there have been no final agreements as to such appointments.

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Material United States Federal Income Tax Consequences (page 94)

The Mergers are intended to qualify as a reorganization under Section 368(a) of the Code, and will so qualify provided that, among other requirements, the aggregate value of the shares of CECO common stock delivered to Met-Pro shareholders in the First Merger, valued as of the closing date of the First Merger, is sufficient to meet certain requirements more fully discussed in the section entitled “Material United States Federal Income Tax Consequences” beginning on page 94. If the aggregate value of the shares of CECO common stock delivered to Met-Pro stockholders in the Mergers is not sufficient to meet these requirements, the Mergers will not qualify as a reorganization under Section 368(a).

It will not be known at the time of the Met-Pro or CECO special meetings whether the requirements referred to in the preceding paragraph will be met and, therefore, whether the Mergers will qualify as a reorganization under Section 368(a) of the Code; accordingly, the U.S. federal income tax treatment of the Mergers will not be known at such times. CECO will make a public announcement on or soon after the Effective Time as to whether or not the Mergers will be reported as a reorganization. However, neither CECO nor Met-Pro will resolicit shareholder votes, nor reopen the Merger Consideration election period, in the event that the Mergers do not qualify as a reorganization under Section 368(a) of the Code. Therefore, there is a risk that the anticipated tax treatment of the Mergers to Met-Pro shareholders may adversely change following the election deadline and the date of the Met-Pro special meeting.

If the Mergers qualify as a reorganization under Section 368(a) of the Code, U.S. holders of Met-Pro common stock receiving both CECO common stock and cash pursuant to the Merger Agreement will, in general, recognize gain, but not loss, equal to the lesser of (i) the amount of cash treated as received in exchange for Met-Pro common stock in the First Merger and (ii) the excess of the “amount realized” in the transaction (i.e., the fair market value of the CECO common stock at the Effective Time plus the amount of cash treated as received in exchange for Met-Pro common stock in the First Merger) over their tax basis in their surrendered Met-Pro common stock. In certain circumstances, such gain could be taxable as a dividend rather than capital gain.

To review the tax consequences to Met-Pro shareholders in greater detail, see the section entitled “Material United States Federal Income Tax Consequences ” beginning on page 94. You are encouraged to consult your tax advisor as to the tax consequences of the Mergers in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

Recommendation of the Met-Pro Board of Directors (pages 159, 160 and 164)

The board of directors of Met-Pro unanimously recommends that Met-Pro shareholders vote “FOR” each of:

•

the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger

•

the approval, by non-binding advisory vote, of the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers; and

•

the adjournment or postponement of the Met-Pro special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

Recommendations of the CECO Board of Directors (pages 168, 173 and 174)

The board of directors of CECO unanimously recommends that CECO stockholders vote “FOR” each of:

•

the issuance of CECO common stock to Met-Pro shareholders in the First Merger;

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•

the amendment to the Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000; and

•

the adjournment or postponement of the special meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies.

Opinion of Financial Advisor to Met-Pro (page 59 and Annex E)

In connection with the Mergers, on April 21, 2013, the board of directors of Met-Pro received an opinion, subsequently confirmed in writing, from William Blair & Company, L.L.C. (“William Blair”), as to the fairness, from a financial point of view and as of the date of such opinion, to the holders of Met-Pro’s common stock (other than Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II), of the Merger Consideration to be received by those holders in the aggregate. The full text of William Blair’s written opinion dated April 21, 2013, including the assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken, is attached to this joint proxy statement/prospectus as Annex E and incorporated herein by reference. You are encouraged to read this opinion carefully and in its entirety.

Met-Pro paid William Blair for its services as the investment banker to the Met-Pro board of directors in connection with the Mergers a retainer fee of $100,000 upon execution of its engagement letter, $500,000 upon delivery of William Blair’s opinion, and has agreed to pay William Blair a transaction fee of approximately an additional $2.2 million, contingent upon successful completion of the Mergers.

William Blair’s opinion addressed only the fairness of the Merger Consideration in the aggregate to the Met-Pro shareholders from a financial point of view as of the date of the opinion and did not address any other aspect of the Mergers, including the merits of the underlying decision by any party to enter into the Merger Agreement. The opinion was addressed to the board of directors for its information and use, and does not constitute a recommendation as to how any Met-Pro shareholder should vote or act with respect to the Mergers, the election of Merger Consideration, or any other matter related to the Mergers.

Opinion of Financial Advisor to CECO (page 70 and Annex F)

CECO retained Jefferies LLC (“Jefferies”) to provide the board of directors of CECO with financial advisory services in connection with the First Merger and an opinion as to the fairness to CECO of the aggregate Merger Consideration to be paid by CECO in connection with a possible merger, sale or other strategic business combination with Met-Pro. At the meeting of the board of directors of CECO on April 21, 2013, Jefferies rendered its opinion to the board of directors of CECO to the effect that, as of that date, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth therein, the aggregate Merger Consideration to be paid by CECO pursuant to the Merger Agreement was fair, from a financial point of view, to CECO.

Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. Jefferies’ opinion was directed to the board of directors of CECO and addresses only the fairness, from a financial point of view, of the aggregate consideration to be paid by CECO pursuant to the Merger Agreement as of the date of the opinion. It does not address any other aspects of the Mergers and does not constitute a recommendation as to how any holder of shares of CECO Common Stock should vote with respect to the issuance of CECO Common Stock in the First Merger or any matter related thereto.

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The full text of the written opinion of Jefferies is attached hereto as Annex F. CECO encourages you to read the opinion carefully and in its entirety, and the description thereof in the section entitled “The Mergers—Opinion of Financial Advisor to CECO” beginning on page 70.

Interests of CECO Directors and Executive Officers in the Mergers (page 82)

In considering the recommendation of the CECO board of directors with respect to the issuance of shares of CECO common stock to Met-Pro shareholders in the First Merger, you should be aware that some of CECO’s directors and executive officers may have interests in the Mergers that are different from, or in addition to, those of CECO stockholders generally. The CECO board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the First Merger, and to recommend that CECO stockholders vote “FOR” the issuance of CECO common stock to Met-Pro shareholders in the First Merger.

Interests of Met-Pro Directors and Executive Officers in the Mergers (page 80)

In considering the recommendation of the Met-Pro board of directors with respect to the Merger Agreement, you should be aware that some of Met-Pro’s directors and executive officers have interests in the Mergers that are different from, or in addition to, those of Met-Pro shareholders generally. Upon the consummation of the Mergers, the Met-Pro directors and executive officers will be entitled to receive aggregate benefits and payments in connection with the Mergers with an approximate value of $7,682,170. The Met-Pro board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the First Merger, and to recommend that Met-Pro shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger.

Comparison of Rights of Common Shareholders of Met-Pro and Common Stockholders of CECO (page 141)

Met-Pro shareholders’ rights are currently governed by the Met-Pro articles of incorporation, the Met-Pro bylaws and Pennsylvania law. Those Met-Pro shareholders who receive stock consideration in the Mergers will, upon completion of the Mergers, become stockholders of CECO and their rights will be governed by the CECO certificate of incorporation, the CECO by-laws and Delaware law.

Met-Pro’s shareholder rights under Pennsylvania law and CECO stockholder rights under Delaware law are different. In addition, CECO’s certificate of incorporation and by-laws contain provisions that are different from the Met-Pro articles of incorporation and bylaws.

The material differences include:

•

Board Classification. The Met-Pro board of directors is currently classified into three classes, allowing Met-Pro shareholders to vote for only one-third of directors each year. The CECO board of directors is unclassified, meaning the entire CECO board of directors stands for election or re-election each year.

•

Removal of Directors. Delaware law provides that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. By contrast, Met-Pro’s bylaws provide that the entire board of directors, any class of the board of directors, or any individual director may be removed for cause by the vote of a majority of the shares entitled to vote at a regular or special shareholders’ meeting, and that Met-Pro

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shareholders may remove the entire board of directors, any class of the board of directors, or any individual director, without cause by the vote of shareholders entitled to cast at least 80% of the shares entitled to vote at a regular or special shareholders’ meeting.

•

Amendment of Certificate/Articles of Incorporation. Delaware law and the CECO by-laws provide that proposed amendments to a corporation’s certificate of incorporation require (i) approval by its board of directors and (ii) adoption by an affirmative vote of a majority of the outstanding stock entitled to vote on the amendment (subject to any class voting rights required by the corporation’s certificate of incorporation, the terms of any preferred stock, or Delaware law). By contrast, without prior board approval, amendments to Met-Pro’s articles of incorporation which change the shareholder vote percentage of an item specified in the articles of incorporation (which includes certain rights of shareholders in major corporate events, such as mergers and acquisitions), or change the provision governing amendments to the articles of incorporation, require the approval of 80% of the outstanding shares entitled to vote at a shareholders’ meeting.

•

Shareholder Rights Plan. Met-Pro has a shareholder rights plan, which generally prevents the acquisition by a hostile shareholder of 15% or more of Met-Pro’s common stock without dramatically diluting the hostile shareholder’s holdings of Met-Pro common stock. By contrast, CECO has no such plan in place.

•

Control Share Acquisition Statute. Pennsylvania law contains a control share acquisition statute, which requires certain shareholders which acquire more than 20% of a corporation’s voting stock to comply with certain “fair price” requirements, which works to ensure shareholders are treated equally in the case of acquisitions of control. Delaware law and CECO’s governing documents provide no such protection.

•

Corporate Constituency Statute. Pennsylvania law permits directors in a change-in-control context to consider and take into account the interests of various constituencies other than shareholders, including employees, suppliers, customers, creditors and the communities in which the corporation operates. Delaware law has no such statute.

For further information regarding differences between the rights of Met-Pro shareholders and CECO stockholders, see the section entitled “Comparison of Rights of Common Shareholders of Met-Pro and Common Stockholders of CECO” beginning on page 141.

The Met-Pro Special Meeting (page 155)

The special meeting of Met-Pro shareholders will be held on [—], 2013 at [00:00 a/p.m.], Eastern Time, at The Holiday Inn Lansdale, 1750 Sumneytown Pike, Kulpsville, Pennsylvania. At the special meeting, Met-Pro shareholders will be asked to:

•

vote upon the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger;

•

cast a non-binding advisory vote to approve the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers; and

•

vote to approve the adjournment or postponement of the special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

The CECO Special Meeting (page 165)

The special meeting of CECO stockholders will be held on [—], 2013 at [00:00 a/p.m.], Eastern Time, at its executive offices, 4625 Red Bank Road, Suite 200, Cincinnati, OH 45227. The special meeting of stockholders is being held for the following purposes:

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•

the approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger, a copy of which is attached as Annex A to this joint proxy statement/prospectus;

•

the approval of an amendment to the Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,000,000 to 2,600,000, as set forth in the CECO Amended and Restated 2007 Equity Incentive Plan, a copy of which is attached as Annex D to this joint proxy statement/prospectus; and

•

the proposal to adjourn or postpone the CECO special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

Shares Owned by Met-Pro Directors and Executive Officers (page 156)

At the close of business on the record date, directors and executive officers of Met-Pro and their respective affiliates beneficially owned and were entitled to vote, in the aggregate [—] shares of Met-Pro common stock, which represented approximately [—]% of the shares of Met-Pro common stock outstanding on that date. The directors and executive officers of Met-Pro have informed Met-Pro that they intend to vote all of their shares of Met-Pro common stock “FOR” the Merger Agreement and the transactions contemplated thereby, including the First Merger.

Shares Owned by CECO Directors and Executive Officers (page 166)

At the close of business on the record date, directors and officers of CECO and their respective affiliates beneficially owned and were entitled to vote, in the aggregate [—] shares of CECO common stock, which represented approximately [—]% of the shares of CECO common stock outstanding on that date.

The Voting Agreement (page 126)

Icarus Investment Corp., Phillip DeZwirek and Jason DeZwirek entered into a Voting Agreement with Met-Pro pursuant to which Icarus Investment Corp. and Messrs. Phillip DeZwirek and Jason DeZwirek have each agreed to vote all shares of CECO common stock beneficially owned by each of them, respectively, “FOR” the approval of the issuance of CECO common stock to Met-Pro shareholders in the First Merger. They also have granted a proxy to Met-Pro to vote their respective shares of CECO common stock in such manner. At the close of business on the record date, they beneficially owned and were entitled to vote, in the aggregate, [4,907,347] shares of CECO common stock, which represented approximately [26]% of the shares of CECO common stock outstanding on that date.

No Dissenters’ Rights (page 93)

Under Pennsylvania law, Met-Pro shareholders do not have a right to dissent or seek an appraisal of their shares. Please refer to the section entitled “The Mergers—No Dissenters’ Rights of Met-Pro Shareholders” beginning on page 93.

The Mergers (page 43)

The Merger Agreement is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety because it is the principal document governing the Mergers.

Conditions of the Mergers (page 119)

Met-Pro and CECO are obligated to complete the Mergers only if certain conditions precedent are satisfied or waived, including the following:

•

the Merger Agreement has been adopted by the affirmative vote of a majority of the outstanding shares of Met-Pro common stock at the special meeting;

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•

no order, injunction, statute, rule, regulation or decree shall have been issued, enacted, entered, promulgated or enforced by a governmental entity that prohibits or makes illegal the consummation of the Mergers;

•

CECO’s registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, has been declared effective by the SEC and no stop order suspending the effectiveness of the registration statement is in effect, and no proceeding for such purpose is pending or threatened by the SEC;

•

the issuance of CECO common stock to Met-Pro shareholders in the First Merger has been approved by a majority of the votes present, in person or by proxy, and entitled to vote at the special meeting of stockholders of CECO;

•

the shares of CECO common stock to be issued in the First Merger have been approved for listing on the NASDAQ Global Market; and

•

other contractual conditions set forth in the Merger Agreement have been satisfied or waived.

Termination; Termination Fees; Expenses (pages 121 and 125)

The Merger Agreement contains provisions addressing the circumstances under which CECO or Met-Pro may terminate the Merger Agreement. The Merger Agreement provides that, in certain circumstances, Met-Pro may be required to pay CECO a termination fee of $6,740,000 and CECO may be required to pay Met-Pro a termination fee of $10,365,000.

Non-Solicitation; Superior Proposals (page 111)

The Merger Agreement contains certain restrictions on Met-Pro’s ability to solicit or engage in discussions or negotiations with a third party regarding specified transactions involving Met-Pro. Notwithstanding these restrictions, under certain circumstances, the Met-Pro board of directors may (i) respond to an unsolicited bona fide proposal for an alternative acquisition or (ii) terminate the Merger Agreement and enter into an agreement with respect to a superior proposal (in which case Met-Pro will be required to pay to CECO the termination fee described above).

Debt Financing (page 129)

The Merger Agreement is not subject to any financing contingency. In connection with the execution of the Merger Agreement, CECO entered into a commitment letter, dated April 21, 2013 (the “Commitment Letter”), with Bank of America, N.A. as administrative agent and as collateral agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and sole book runner. The Commitment Letter provides for a senior secured amortizing term loan facility in the aggregate principal amount of $65 million and senior secured revolving credit facilities for loans and letters of credit of up to $60 million in the aggregate principal amount (collectively, the “Senior Credit Facilities”); provided that the Senior Credit Facilities may be increased by up to $30 million in the aggregate, with a minimum borrowing by CECO of not less than $10 million, without further consent of the lenders party thereto, although such lenders have no commitment or obligation to provide such incremental financing. CECO anticipates, however, that the senior secured revolving credit facilities will be $90 million, although Bank of America, N.A. is not committed to fund the additional $30 million, for aggregate loan facilities of $155 million. The Senior Credit Facilities may be used to finance a portion of the aggregate cash consideration of, and to pay the fees and expenses in connection with, the transactions contemplated by the Merger Agreement, to repay existing indebtedness of CECO, Met-Pro and their respective subsidiaries, and to provide working capital to CECO and its subsidiaries from and after the closing date.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this joint proxy statement/prospectus, Met-Pro’s shareholders should consider carefully the matters described below in determining whether to adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger, and in determining whether to make a cash election or a stock election for each of their shares of Met-Pro common stock, and CECO’s stockholders should consider carefully the matters described below in determining whether to approve the issuance of CECO common stock to Met-Pro shareholders pursuant to the Merger Agreement and the First Merger. Please also refer to the information under the heading “Risk Factors” set forth in Part I, Item IA in each of CECO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and Met-Pro’s Annual Report on Form 10-K and Form 10-K/A (hereinafter the Form 10-K) for the fiscal year ended January 31, 2013, each of which is incorporated by reference into this joint proxy statement/prospectus. Please refer to the section entitled “Where You Can Find More Information” beginning on page 176.

Risk Factors Relating to the Mergers

Because the value of the CECO common stock will fluctuate, Met-Pro shareholders cannot be sure of the value of the stock they will receive in the First Merger. If you elect to receive shares of CECO common stock in the First Merger, or if you receive shares of CECO common stock in the First Merger as a result of the proration procedure set forth in the Merger Agreement, an appropriate number of shares of Met-Pro common stock you own will be automatically converted into shares of CECO common stock based upon the exchange ratio. The exchange ratio will vary between 1.0000 and 1.3520 shares of CECO common stock for each share of Met-Pro common stock and will be equal to the number determined by dividing $13.75 by the volume weighted average closing price of CECO’s common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger. The net effect of this collar mechanism is that no further increase in the described exchange ratio will be made if such volume weighted average trading price is less than $10.17 and no further decrease in the exchange ratio will be made if such volume weighted average trading price is greater than $13.75. As a result, the value of the shares of CECO common stock that you will receive in the First Merger will not be known at the time you make your election as to the form of Merger Consideration or at the time you vote on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the First Merger, at the special meeting, and the value may go up or down as the market price of CECO common stock fluctuates, subject to the minimum and maximum exchange ratios. The specific dollar value of CECO common stock you receive upon completion of the First Merger will depend on the market value of CECO common stock at the time of completion of the First Merger. The share price of CECO common stock is by nature subject to the general price fluctuations in the market for publicly traded equity securities and has historically experienced volatility. Met-Pro and CECO cannot predict the market price of CECO common stock at any time, including before or after the completion of the First Merger. Differences in the market price of CECO common stock may be the result of changes in the business, operations or prospects of CECO, market reactions to the proposed Mergers, regulatory considerations, general market and economic conditions or other factors.

As a result of the collar, the value of the shares of CECO common stock issued to Met-Pro shareholders in the First Merger may be greater or lesser than $13.75, which difference may be material. Shareholders of Met-Pro electing to receive stock consideration or receiving stock consideration as a result of the proration provisions of the Merger Agreement will receive between 1.0000 and 1.3520 shares of CECO common stock for each share of Met-Pro common stock entitled to receive stock consideration. The exact exchange ratio is determined by dividing $13.75 by the volume weighted average closing price of CECO’s common stock for the 15-day trading day period ending on the last trading date before the closing of the First Merger. Accordingly, if the volume weighted average trading price of CECO common stock for the 15-day trading period ending on the last trading date before the closing of the First Merger is less than $10.17, such shares will be valued at $10.17 for purposes of determining the Merger Consideration. For example, if the volume weighted average trading price of CECO common stock for the 15-day trading day period ending on the trading day before the closing of the First Merger is $9.00, Met-Pro shareholders electing to receive CECO common stock would receive CECO common stock

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valued at $12.17 rather than $13.75. Further decreases in the market price of CECO common stock would further reduce the value of the consideration to be received by the Met-Pro shareholders entitled to receive CECO common stock in the First Merger. Conversely, if the volume weighted average trading price of CECO common stock for the 15-day trading day period ending on the day before the closing of the First Merger is $15.00, Met-Pro shareholders electing to receive shares of CECO common stock would receive shares valued at $15.00 rather than $13.75. Further increases in the market price of CECO common stock would further increase the value of the consideration to be received by the Met-Pro shareholders entitled to receive CECO common stock in the First Merger. During the past 12 months, shares of CECO common stock have traded between $6.81 and $14.32, and remain subject to market forces and resulting price fluctuation. There can, therefore, be no assurance that Met-Pro shareholders that receive stock consideration will receive $13.75 of value per share upon completion of the First Merger. Because of the proration provisions included in the Merger Agreement, Met-Pro shareholders electing to receive cash may, depending on the number of shares for which cash elections are made, receive shares of CECO common stock in partial payment for the Merger Consideration.

You may receive a form of consideration different from what you elect, which could have an effect on your tax situation. Regardless of the cash or stock elections made by Met-Pro shareholders, the Merger Agreement contains proration procedures that are designed to ensure that (i) approximately 53% of the Met-Pro shares (treating all Equity Award Shares as outstanding shares) will be exchanged for cash (which, together with the amount of cash paid for Equity Award Shares, is capped at $109.5 million) and (ii) approximately 47% of the Met-Pro shares outstanding immediately prior to the Mergers are converted in the Mergers into the right to receive CECO common stock. As a result, if more than 53% of Met-Pro’s shares are subject to cash elections (treating all Equity Award Shares as outstanding shares subject to cash elections), those shareholders who properly make cash elections will receive CECO common stock for a portion of their Met-Pro shares. If less than 53% of Met-Pro’s shares are subject to cash elections (treating all Equity Award Shares as outstanding shares subject to cash elections), those shareholders who properly make stock elections may receive cash consideration for a portion of their Met-Pro shares. Please refer to the section entitled “The Mergers—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87. There is a risk that you will receive a portion of the Merger Consideration in the form that you do not elect that could result in, among other things, tax consequences that differ from those that would have resulted had you received the form of consideration you elected, including with respect to the recognition of taxable gain to the extent cash is received. This could also result in the receipt of value that is materially different than the value you would have received if you received the form of consideration you elected.

After making a cash election or a stock election, you will not be able to sell the Met-Pro shares covered by your election, unless you revoke your election at or prior to the election deadline or unless the Merger Agreement is terminated. The deadline for making cash elections and stock elections is 5:00 p.m., Eastern Time, on the date that is one business day before the date of the Met-Pro special meeting (or such other date as CECO and Met-Pro mutually agree). CECO and Met-Pro will publicly announce the anticipated election deadline at least five business days before the date of the Met-Pro special meeting. After you make a cash or stock election and prior to completion of the First Merger, the trading price of Met-Pro common stock or CECO common stock may decrease, and you may otherwise want to sell Met-Pro shares to gain access to cash, make other investments, or eliminate the potential for a decrease in the value of your investment. However, once you make an election with respect to any shares of Met-Pro common stock, you will not be able to sell those shares, unless you properly revoke your election at or prior to the election deadline or the Merger Agreement is terminated. Please refer to the section entitled “The Mergers—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87.

The price of CECO common stock may be affected by factors different from those affecting the price of Met-Pro common stock. Upon completion of the First Merger, holders of Met-Pro common stock who elect to receive CECO common stock or who received CECO stock as a result of the proration procedures in the Merger Agreement described herein will become CECO stockholders. Since CECO’s business differs from Met-Pro’s business, the results of operations and the market price of CECO common stock may be affected by factors different than those affecting Met-Pro’s results of operations and the market price of Met-Pro common stock. For

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a discussion of CECO’s and Met-Pro’s businesses and certain factors to consider in connection with their respective businesses, please see CECO’s Form 10-K for the year ended December 31, 2012 filed with the SEC, including the section entitled “Risk Factors,” and Met-Pro’s Form 10-K for the year ended January 31, 2013 filed with the SEC, including the section entitled “Risk Factors,” and the other periodic reports and other documents of CECO and Met-Pro incorporated by reference into this joint proxy statement/prospectus and listed in the section entitled “Where You Can Find More Information” beginning on page 176.

The U.S. federal income tax treatment of the Mergers will not be known at the Merger Consideration election deadline or the time of the Met-Pro or CECO special meetings, and any position taken that the Mergers qualify as a “reorganization” might successfully be challenged by the Internal Revenue Service. The U.S. federal income tax consequences to Met-Pro shareholders of the Mergers will depend on whether those transactions qualify as a reorganization under Section 368(a) of the Code. If on or before the closing date of the First Merger Met-Pro receives an opinion from its counsel, Fox Rothschild LLP, and CECO receives an opinion from its counsel, Barnes & Thornburg LLP, in each case that the Mergers qualify as a reorganization, then Met-Pro and CECO will each report the transactions as a reorganization under Section 368(a) of the Code.

If the Mergers qualify as a reorganization under Section 368(a) of the Code, U.S. holders generally will recognize gain, but not loss, on the exchange in an amount equal to the lesser of (i) the amount of cash treated as received in exchange for Met-Pro common stock in the First Merger or (ii) the excess of the “amount realized” in the transaction (i.e., the fair market value of CECO common stock at the Effective Time plus the amount of cash treated as received in exchange for Met-Pro common stock in the First Merger) over their tax basis in the surrendered Met-Pro common stock. If either Met-Pro or CECO does not receive such an opinion, Met-Pro and CECO will each treat the transactions as a taxable disposition of the Met-Pro common stock by the Met-Pro shareholders to CECO.

Delivery of these opinions is not a condition to the closing of the Mergers, however, and no assurance can be given that the opinions will be delivered. It will not be known at the Merger Consideration election deadline or the time of the Met-Pro special meeting whether the opinions will be forthcoming and, therefore, the tax treatment of the Mergers will not be known at such time. CECO will make a public announcement on or soon after the Effective Time as to whether or not the opinions described above have been delivered. Neither CECO nor Met-Pro will resolicit shareholder votes, nor reopen the Merger Consideration election period, in the event that the Mergers do not qualify as a reorganization under Section 368(a) of the Code. Therefore, there is a risk that the anticipated tax treatment of the Mergers to Met-Pro shareholders may adversely change following the election deadline and the date of the Met-Pro special meeting.

Furthermore, even if the opinions are received and the parties treat the Mergers as a reorganization under Section 368(a) of the Code, the Internal Revenue Service (the “IRS”) might successfully assert a contrary position. Qualification as a reorganization under Section 368(a) of the Code depends on the satisfaction of a number of requirements, including compliance with the continuity of interest test, which will depend on the value of the CECO common stock at the Effective Time and the effects of the exchange ratio adjustment provisions in the Merger Agreement.

Even if the Mergers qualify as a “reorganization” under Section 368(a) of the Code for U.S. federal income tax purposes, as a result of the cash received in the First Merger, Met-Pro shareholders might recognize all or a significant portion of any gain realized on the exchange of their Met-Pro common stock. As a result of the cash treated as received in exchange for Met-Pro common stock in the First Merger, a U.S. holder of Met-Pro common stock might recognize a significant portion of gain on the exchange, even if the Mergers qualify as a reorganization under Section 368(a) of the Code.

The Merger Agreement contains provisions that could discourage a potential competing acquiror that might be willing to pay more to effect a business combination with Met-Pro. The Merger Agreement contains “non-solicitation” provisions that restrict Met-Pro’s ability to solicit or facilitate proposals regarding a merger or similar transaction with another party. Further, several conditions must be satisfied in order for the Met-Pro board of directors to withdraw, amend or modify its recommendation regarding the proposed First

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Merger. Please refer to the section entitled “The Merger Agreement—Non-Solicitation; Superior Proposals” beginning on page 111. If the Met-Pro board of directors withdraws, amends or modifies its recommendation regarding the proposed First Merger, CECO has the right to terminate the Merger Agreement and receive a $6,740,000 termination fee from Met-Pro. These provisions could discourage a potential competing acquiror from considering or proposing an acquisition of Met-Pro, even if such a potential competing acquirer were prepared to pay consideration with a higher value than the cash and shares proposed to be issued in the First Merger, or might result in a potential competing acquiror proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

If any lawsuits are filed against Met-Pro or members of Met-Pro’s board of directors relating to the Mergers or the Merger Agreement, such lawsuits may prevent the Mergers from becoming effective or from becoming effective within the expected timeframe. One of the conditions to the completion of the Mergers is that no temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Mergers shall have been issued by any court of competent jurisdiction and be in effect. Consequently, if any of Met-Pro’s shareholders actually file suit and are successful in obtaining an injunction prohibiting the parties from completing the Mergers pursuant to the terms of the Merger Agreement, such an injunction may prevent the completion of the Mergers in the expected timeframe (or altogether), and any other adverse judgment for monetary damages could adversely affect the value of CECO’s common stock. There can be no assurance that Met-Pro or any other defendants will be successful in the outcome of any potential future lawsuits.

Met-Pro did not solicit proposals from other potential bidders and did not have contact with any potential buyers other than CECO during the negotiations leading up to the execution of the Merger Agreement, which may mean that the Merger Consideration does not adequately value Met-Pro. Met-Pro did not conduct a “market check” or have contact with potential buyers other than CECO prior to the execution of the Merger Agreement. A hypothetical buyer could potentially have offered to acquire Met-Pro for an amount of consideration greater, and/or upon more favorable terms, than the Merger Consideration to be paid by CECO to Met-Pro shareholders pursuant to the Merger Agreement.

The integration of CECO and Met-Pro following the Mergers may present significant challenges and impair CECO’s ability to realize the anticipated benefits of the Mergers. CECO may face significant challenges in combining Met-Pro’s operations into its operations in a timely and efficient manner and in retaining key Met-Pro personnel. The failure to integrate successfully CECO and Met-Pro and to manage successfully the challenges presented by the integration process may result in CECO not achieving the anticipated benefits of the Mergers including operational and financial synergies which may have the effect of depressing the market price of the CECO common stock issued in the Mergers.

Restrictions in CECO’s debt agreements may prevent CECO from paying dividends. CECO’s ability to pay dividends will be restricted by current and future agreements governing its debt, including its current credit agreement and the financing agreements expected to be in place upon consummation of the First Merger. Please refer to the section entitled “Debt Financing” beginning on page 129.

CECO will have a substantial amount of debt outstanding following the Mergers and may incur additional indebtedness in the future, which could restrict CECO’s ability to pay dividends and fund working capital and planned capital expenditures. CECO will incur substantial debt in the approximate amount of $80.2 million in order to complete the Mergers and repay Met-Pro’s debt. This amount of leverage could have important consequences, including:

•

CECO may be required to use a substantial portion of CECO’s cash flow from operations to make interest payments on CECO’s debt, which will reduce funds available for operations, future business opportunities and dividends;

•

CECO may have limited flexibility to react to changes in CECO’s business and its industry;

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•

it may be more difficult for CECO to satisfy its other obligations;

•

CECO may have a limited ability to borrow additional funds or to sell assets to raise funds if needed for working capital, capital expenditures, acquisitions, or other purposes;

•

CECO may become more vulnerable to general adverse economic and industry conditions, including changes in interest rates; and

•

CECO may be at a disadvantage compared to its competitors that have less debt.

CECO currently expects its cash interest expense to be approximately $0.6 to 0.7 million in fiscal year 2013 assuming consummation of the Mergers by August 31, 2013. Future interest expense will be significantly higher than historic interest expense as a result of higher levels of indebtedness incurred to consummate the Mergers. CECO’s ability to make payments on its debt and to pay dividends on its common stock will depend on its ability to generate cash in the future, which will depend on many factors beyond its control. CECO cannot assure you that:

•

its business will generate sufficient cash flow from operations to service and repay its debt, pay dividends on its common stock and fund working capital and planned capital expenditures;

•

future borrowings will be available under its credit facilities or any future credit facilities in an amount sufficient to enable it to repay its debt, pay dividends on its common stock and fund working capital and planned capital expenditures; or

•

it will be able to refinance any of its debt on commercially reasonable terms or at all.

If CECO cannot generate sufficient cash from its operations to meet its debt service obligations, CECO may need to reduce or delay capital expenditures, the development of its business generally and any acquisitions. If CECO becomes unable to meet its debt service and repayment obligations, CECO would be in default under the terms of its credit agreement, which would allow its lenders to declare all outstanding borrowings to be due and payable. If the amounts outstanding under its credit facilities were to be accelerated, CECO cannot assure you that its assets would be sufficient to repay in full the money owed.

Obtaining required approvals and satisfying closing conditions may delay or prevent completion of the Mergers and may significantly reduce the benefits anticipated to be realized from the Mergers or could adversely affect the market price of CECO common stock or Met-Pro common stock or their future business and financial results. Completion of the Mergers is conditioned upon Met-Pro’s shareholders adopting, at the Met-Pro special meeting, the Merger Agreement, and CECO’s stockholders approving, at the CECO special meeting, the issuance of CECO common stock to Met-Pro shareholders in the First Merger. If the shareholders of Met-Pro or the stockholders of CECO do not approve these matters at their respective special meetings, the Mergers will not be consummated. Such conditions may jeopardize or delay completion of the Mergers or may reduce the anticipated benefits of the Mergers. Further, no assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be satisfied. Even if all such consents and approvals are obtained, no assurance can be given as to the terms, conditions and timing of the consents and approvals or that they will satisfy the terms of the Merger Agreement. Please refer to the section entitled “The Merger Agreement—Conditions of the Mergers” beginning on page 119 for a discussion of the conditions to the completion of the Mergers for a discussion of the parties’ obligations to cooperate (including certain limitations thereon) with respect to the receipt of such consents and approvals. If the Mergers are not completed by October 31, 2013, assuming the outside date for completing the Mergers is automatically extended under the terms of the Merger Agreement from September 30, 2013 to October 31, 2013 and that the parties to the Merger Agreement do not further extend this deadline by written agreement, either Met-Pro or CECO may terminate the Merger Agreement. Please refer to the section entitled “The Merger Agreement—Termination; Termination Fees” beginning on page 121.

CECO will incur transaction, integration and restructuring costs in connection with the Mergers which may not be offset by anticipated cost savings and synergies resulting from the Mergers. CECO and

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Met-Pro expect to incur costs associated with transaction fees and other costs related to the Mergers. Specifically, CECO expects to incur approximately $5.5 million of transaction costs related to the Mergers. In addition, CECO will incur integration and restructuring costs following the completion of the Mergers as it integrates the businesses of Met-Pro with those of CECO. Although CECO expects that the realization of efficiencies related to the integration of the businesses will offset incremental transaction, integration and restructuring costs over time, CECO cannot give any assurance that this net benefit will be achieved in the near term, or at all.

The Mergers may not be accretive and may cause dilution to the combined company’s earnings per share, which may negatively affect the price of the common stock of the combined company following completion of the Mergers. CECO currently anticipates that the Mergers will be accretive to the earnings per share of the combined company during the first full calendar year after the Mergers are completed in an estimated amount of between 11.5% and 33.1%. This expectation is based on preliminary estimates and assumes certain synergies expected to be realized by the combined company during such time, including $9 million of cost savings. Such estimates and assumptions could materially change due to additional transaction-related costs, the failure to realize any or all of the benefits expected in the Mergers or other factors beyond the control of CECO and Met-Pro. All of these factors could delay, decrease or eliminate the expected accretive effect of the Mergers and cause resulting dilution to the combined company’s earnings per share or to the price of the common stock of the combined company.

The issuance of additional shares of CECO common stock in connection with the First Merger may cause the market price of CECO common stock to decline. In connection with the completion of the Mergers, based on the number of shares outstanding on the record date, CECO expects to issue between approximately [—] million and [—] million shares of CECO common stock, which will represent between approximately [—]% and [—]% of the issued and outstanding shares of CECO after completion of the Mergers. The issuance of this amount of new shares may cause the market price of CECO common stock to decline.

Met-Pro shareholders will have ownership and voting interests in CECO after the Mergers lower than they did in Met-Pro and will exercise less influence over management of CECO than they currently exercise over management of Met-Pro. After the Effective Time, Met-Pro shareholders who receive stock consideration in the First Merger will own in the aggregate a significantly smaller percentage of CECO common stock than they currently own of Met-Pro common stock. Immediately following the Mergers, those shareholders are expected to own in the aggregate (excluding any shares of CECO common stock they may own or acquire prior to consummation of the First Merger) between approximately [—]% and [—]% of the outstanding shares of CECO common stock, based on the number of shares of Met-Pro common stock and CECO common stock outstanding on the record date. Consequently, Met-Pro shareholders, as a general matter, will have less influence over the management and policies of CECO than they currently exercise over the management and policies of Met-Pro.

The shares of CECO common stock to be received by Met-Pro shareholders as a result of the First Merger will have different rights from the shares of Met-Pro common stock. Met-Pro shareholders’ rights are currently governed by the Met-Pro articles of incorporation, the Met-Pro bylaws and Pennsylvania law. Those Met-Pro shareholders who receive stock consideration in the First Merger will, upon completion of the First Merger, become stockholders of CECO and their rights will be governed by the CECO certificate of incorporation, the CECO by-laws and Delaware law. Please refer to the section entitled “Comparison of Rights of Common Shareholders of Met-Pro and Common Stockholders of CECO” beginning on page 141.

If the financing contemplated by the Commitment Letter is not available, or alternative financing cannot be secured, the Mergers may not be completed and CECO may be required to pay a termination fee to Met-Pro. CECO intends to finance the cash required in connection with the Mergers, including for expenses incurred in connection with the Mergers, with debt financing in accordance with the terms of the Commitment Letter. The Commitment Letter provides for a senior secured amortizing term loan facility in the aggregate principal amount of $65 million and a senior secured revolving credit facility for loans

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and letters of credit in the aggregate principal amount of up to $60 million (collectively, the “Senior Credit Facilities”); provided that the Senior Credit Facilities may be increased by up to $30 million in the aggregate, with a minimum borrowing by CECO of not less than $10 million, without further consent of the lenders party thereto, although such lenders have no commitment or obligation to provide such incremental financing. Although CECO anticipates that the senior secured revolving credit facility will be $90 million, for aggregate loan facilities of $155 million, Bank of America, N.A. is not committed to fund the additional $30 million. The closing of the Senior Credit Facilities is subject to the satisfaction of certain conditions, including no material adverse effect having occurred with respect to CECO and its subsidiaries or Met-Pro and its subsidiaries, in each case, taken as a whole, the negotiation, execution and delivery of definitive loan and security documentation for the Senior Credit Facilities, and other customary closing conditions. For a more detailed discussion of the debt financing, see the section entitled “Debt Financing” beginning on page 129.

In the event some or all of the financing contemplated by the Commitment Letter is not available, CECO is obligated to use its commercially reasonable efforts to obtain alternative financing in an amount that will enable CECO to consummate the Mergers, even if such alternative financing is on less favorable terms and conditions than those contemplated by the Commitment Letter. If financing cannot be obtained, the Mergers may not be completed. Due to the fact that there is no funding condition in the Merger Agreement, if CECO is unable to obtain funding from its financing sources for the cash required in connection with the Mergers, CECO could be in breach of the Merger Agreement assuming all other conditions to closing are satisfied and may be liable to Met-Pro for damages or a termination fee of $10,365,000.

Certain directors and executive officers of CECO may have potential conflicts of interest which may influence their support of the Mergers. Some of CECO’s directors and executive officers have interests in the Mergers that are different from, or in addition to, those of CECO stockholders generally. Each of the directors and executive officers of CECO, with the possible exception of Benton Cook, is expected to maintain their position as a director or executive officer with the combined company after completion of the Mergers, and directors and/or executive officers may be awarded bonuses for their work in closing the Mergers. As of the date of this joint proxy statement/prospectus, no agreement to award any such a bonus is currently in place. As a result, CECO directors and officers may be more likely to support the issuance of shares of CECO common stock to Met-Pro shareholders in the First Merger than if they did not have those interests. Please refer to the section entitled “The Mergers—Interests of CECO Directors and Executive Officers in the Mergers” beginning on page 82 for a discussion of these interests.

Certain directors and executive officers of Met-Pro may have potential conflicts of interest which may influence their support of the adoption of the Merger Agreement. Some of Met-Pro’s directors and executive officers have interests in the Mergers that are different from, or in addition to, those of Met-Pro shareholders generally. Although the Met-Pro directors will not become directors of CECO after the Mergers, CECO will indemnify and maintain liability insurance for all of the directors of Met-Pro for their services as directors before the Mergers. In addition, each of the executive officers of Met-Pro is expected to maintain his employment with the combined company after completion of the Mergers and is entitled to severance payments if his employment were to terminate following the Mergers under specific circumstances. The Merger Agreement also provides that the equity awards held by Met-Pro executive officers and directors will accelerate and be cashed out in connection with the First Merger. The equity awards held by the Met-Pro executive officers and directors that will be cashed out in connection with the First Merger will be deducted from the cash consideration that would otherwise be paid to Met-Pro shareholders in the First Merger and, unlike the shares held by Met-Pro shareholders, will not be subject to the proration and reallocation procedures in the Merger Agreement in the event that the cash elections by the Met-Pro shareholders are oversubscribed, as described below in more detail in the section entitled “Met-Pro Shareholders Making Cash and Stock Elections—Proration and Reallocation Procedures” beginning on page 89. As a result, Met-Pro directors and officers may be more likely to support the adoption of the of the Merger Agreement and the approval of the Mergers than if they did not have those interests. Please refer to the section entitled “The Mergers—Interests of Met-Pro Directors and Executive Officers in the Mergers” beginning on page 80 for a discussion of these interests. Upon the consummation of the

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Merger, the Met-Pro directors and executive officers will be entitled to receive aggregate benefits and payments in connection with the Merger with an approximate value of $7,682,170.

The exercise of Met-Pro’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in Met-Pro’s shareholders’ best interest. In the period leading up to the closing of the First Merger, events may occur that would cause Met-Pro to agree to amend the Merger Agreement, to consent to certain actions taken by CECO, or to waive rights that Met-Pro is entitled to under the Merger Agreement. Such events could arise because of a request by CECO to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, the Met-Pro board of directors would have discretion as to whether to grant its consent or waive its rights. The existence of the financial and personal interests of Met-Pro’s directors and executive officers described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors or the executive officers between what he or she may believe is best for Met-Pro and what he or she may believe is best for himself or herself in determining whether or not to take the requested action. As of the date of this joint proxy statement/prospectus, Met-Pro does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the merger proposal has been obtained. Although certain changes could be made without further shareholder approval, Met-Pro will circulate a new or amended joint proxy statement/prospectus and resolicit approval of the First Merger from its shareholders, to the extent required by law, if changes to the terms of, or waivers under, the Merger Agreement could render the statements in this joint proxy statement/prospectus meterially misleading.

Whether or not the Mergers are completed, the pendency of the transaction could cause disruptions in the businesses of Met-Pro and CECO, which could have an adverse effect on their businesses and financial results. These disruptions could include the following:

•

current and prospective employees may experience uncertainty about their future roles with the combined company or consider other employment alternatives, which might adversely affect Met-Pro’s and CECO’s ability to retain or attract key managers and other employees;

•

current and prospective customers of Met-Pro or CECO may experience variations in levels of services as the companies prepare for integration or may anticipate change in how they are served and may, as a result, choose to discontinue their service with either company or choose another provider; and

•

the attention of management of each of Met-Pro and CECO may be diverted from the operation of the businesses toward the completion of the Mergers.

The unaudited pro forma financial statements are presented for illustrative purposes only and should not be viewed as a forecast of CECO’s financial condition or results of operations following the Mergers. The unaudited pro forma financial statements have been derived from the historical financial statements of CECO and Met-Pro and certain adjustments and assumptions have been made regarding CECO after giving effect to the Mergers. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the unaudited pro forma financial statements do not reflect all costs that are expected to be incurred or savings to be achieved by the combined company in connection with the Mergers. For example, neither the impact of any incremental costs incurred in integrating the two companies, nor any potential cost savings is reflected in the unaudited pro forma financial statements. As a result, the actual financial condition and results of operations of CECO following the Mergers will likely not be consistent with, or evident from, and may differ materially from, these unaudited pro forma financial statements. In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect CECO’s financial condition or results of operations following the Mergers. Therefore, stockholders of CECO and the shareholders of Met-Pro should not place undue reliance on the pro forma financial statements when

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deciding whether to vote for their respective proposals relating to the Mergers. Please refer to the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 131.

Delay or failure to complete the Mergers would prevent CECO and Met-Pro from realizing the anticipated benefits of the Mergers and each company would also remain liable for significant transaction costs, including legal, accounting and financial advisory fees. Any delay in completing the Mergers may significantly reduce the synergies and other benefits anticipated by CECO if it successfully completes the Mergers within the expected timeframe and integrates the businesses of Met-Pro and CECO. In addition, the market price of each company’s common stock may reflect various market assumptions as to whether and when the Mergers will be completed. Consequently, the completion of, the failure to complete, or any delay in the completion of the Mergers could result in significant changes in the respective market prices of CECO or Met-Pro common stock.

Risks Related to Met-Pro If the Mergers Are Not Completed

If the Mergers are not completed, the price of Met-Pro common stock and future business and operations could be harmed. If the Mergers are not completed, Met-Pro may be subject to the following material risks, among others:

•

Met-Pro may not be able to find a party willing to pay an equivalent or more attractive merger consideration than the consideration offered by CECO;

•

the price of Met-Pro common stock may decline to the extent that the current market price of Met-Pro common stock reflects a higher price than it otherwise would have based on the assumption, among others, that the Mergers will be completed;

•

certain of Met-Pro’s costs related to the Mergers, such as legal, accounting and certain financial advisory fees, must be paid even if the Mergers are not completed;

•

Met-Pro would not realize the benefits it expects, including, among others, a potentially enhanced financial position, as a result of being part of a combined company with CECO;

•

the diversion of management attention from Met-Pro’s day-to-day business and the unavoidable disruption to its employees and its relationships with clients as a result of efforts and uncertainties relating to the Mergers may detract from Met-Pro’s ability to grow revenues and minimize costs, which, in turn may lead to a loss of market position that Met-Pro could be unable to regain if the Mergers do not occur;

•

under the Merger Agreement, Met-Pro is subject to certain restrictions on the conduct of its business prior to completing the Mergers which may affect its ability to execute certain of its business strategies; and

•

Met-Pro may not be able to continue its present level of operations, may need to scale back its business and may not be able to take advantage of future opportunities or effectively respond to competitive pressures, any of which could have a material adverse effect on its business and results of operation.

Shareholders may sell substantial amounts of Met-Pro common stock in the public market, which is likely to depress the price of Met-Pro common stock. A significant number of shares of Met-Pro common stock may be sold at any time prior to the Mergers. If Met-Pro’s current shareholders sell Met-Pro common stock in the public market prior to the Mergers, it is likely that arbitrageurs will acquire such shares. These arbitrageurs would likely sell all such shares in the public market immediately following any announcement, or anticipated announcement, that the Mergers failed, or will likely fail, to close for any reason, which in turn would likely cause the market price of Met-Pro common stock to decline. In addition to the other negative effects on Met-Pro, such sales of Met-Pro common stock might make it more difficult for Met-Pro to sell equity or equity-related securities in the future if the Mergers are not completed.

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Risks Relating to Met-Pro

Met-Pro is, and will continue to be, subject to the risks described in Part I, Item 1A in Met-Pro’s Annual Report on Form 10-K for the year ended January 31, 2013, filed with the SEC on March 21, 2013 and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 176 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to CECO

CECO is, and will continue to be, subject to the risks described in Part I, Item 1A in CECO’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 15, 2013 and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 176 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF

CECO ENVIRONMENTAL CORP.

The following table sets forth selected historical consolidated financial information of CECO for the periods presented. The selected financial information, as of December 31, 2012, 2011, 2010, 2009 and 2008 and for each of the five fiscal years then ended, has been derived from CECO’s audited consolidated financial statements. The selected financial information for the three months ended March 31, 2013 and 2012 has been derived from CECO’s unaudited condensed consolidated financial statements. The selected financial information includes, in the opinion of CECO’s management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and financial position of CECO for the periods and dates presented.


	Three months ended March 31, 2013		Three months ended March 31, 2012		Years ended December 31,
	Three months ended March 31, 2013		Three months ended March 31, 2012		2012		2011		2010		2009			2008
	(Unaudited)				(In thousands, except per share data)
Selected Operating Statement Data
Net sales	$	34,361	$	33,026	$	135,052	$	139,192	$	140,602	$	138,985		$	183,249
Income from operations		3,338		3,747		16,683		12,368		5,036		(15,830	)		9,164
Net income (loss)		2,208		2,045		10,850		8,272		2,105		(15,032	)		5,010
Earnings (loss) per share, basic		0.13		0.14		0.73		0.58		0.15		(1.06	)		0.34
Earnings (loss) per share, diluted		0.12		0.12		0.65		0.51		0.15		(1.06	)		0.30

Selected Balance Sheet Data
Current assets	$	58,361	$	53,131	$	64,321	$	53,470	$	48,452	$	45,548		$	69,819
Current liabilities		35,562		20,962		27,540		23,609		26,497		30,479			44,976
Working capital		22,799		32,169		36,781		29,861		21,955		15,069			24,843
Current ratio		1.6		2.5		2.3		2.3		1.8		1.5			1.6
Total assets		114,095		78,649		94,104		79,345		74,791		77,515			120,017
Long-term obligations(1)		770		9,400		0		9,600		10,800		12,671			25,200
Total shareholders’ equity		70,206		45,127		61,994		42,990		35,174		31,760			44,513
Total capitalization		70,976		54,527		61,994		52,590		45,974		44,431			69,713

Other Financial Data
Cash dividends paid per share		0.05		0.035		0.16		0.05		0		0			0
Average common shares, basic		17,078,192		14,527,371		14,813,186		14,386,410		14,308,130		14,221,095			14,766,250
Average common shares, diluted		17,774,051		17,128,134		17,246,058		17,115,284		17,102,357		14,221,095			15,405,221

(1)	Consists of only non-current portion of debt.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL

INFORMATION OF MET-PRO CORPORATION

The following table sets forth selected historical consolidated financial information of Met-Pro for the periods presented. The selected financial information, as of January 31, 2013, 2012, 2011, 2010 and 2009 and for each of the five fiscal years then ended, has been derived from Met-Pro’s audited consolidated financial statements. The selected financial information for the three months ended April 30, 2013 and 2012 has been derived from Met-Pro’s unaudited condensed consolidated financial statements. The selected financial information includes, in the opinion of Met-Pro’s management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and financial position of Met-Pro for the periods and dates presented.


	Three months ended April 30, 2013		Three months ended April 30, 2012		Years ended January 31,
	Three months ended April 30, 2013		Three months ended April 30, 2012		2013		2012		2011		2010		2009
	(Unaudited)				(In thousands, except per share data)
Selected Operating Statement Data
Net sales	$	21,968	$	25,207	$	109,942	$	100,161	$	88,865	$	80,132	$	103,392
Income from operations		882		1,747		11,878		10,591		8,970		6,513		14,057
Net income		230		1,259		8,045		7,134		6,139		4,440		9,861
Earnings per share, basic		0.02		0.09		.55		.49		.42		.30		.66
Earnings per share, diluted		0.02		0.09		.55		.48		.42		.30		.65

Selected Balance Sheet Data
Current assets	$	74,790	$	70,970	$	73,143	$	72,436	$	65,346	$	63,245	$	64,162
Current liabilities		15,690		14,632		13,473		16,802		11,208		10,198		12,240
Working capital		59,100		56,338		59,669		55,633		54,138		53,047		51,922
Current ratio		4.8		4.9		5.4		4.3		5.8		6.2		5.2
Total assets		117,571		113,856		116,255		115,509		108,046		104,608		104,752
Long-term obligations⁽¹⁾		2,170		2,576		2,270		2,688		3,012		3,537		3,753
Total shareholders’ equity		87,794		84,588		88,682		83,822		84,473		80,976		78,777
Total capitalization		89,964		87,164		90,952		86,510		87,485		84,514		82,531

Other Financial Data
Cash dividends paid per share		0.0725		0.071		.2855		.269		.246		.240		.230
Average common shares, basic		14,697,269		14,678,628		14,685,038		14,662,055		14,629,215		14,602,276		14,909,809
Average common shares, diluted		14,854,906		14,744,826		14,738,035		14,774,692		14,758,659		14,675,735		15,219,540

(1)	Consists of only non-current portion of debt.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial data of CECO provided below reflects the pro forma impact of the following:

•

the acquisition, on February 28, 2013, by CECO, through its subsidiary CECO Environmental Netherlands B.V., of 100% of the share capital of ATA Beheer B.V., a Netherlands private company with limited liability, pursuant to the terms of a Share Purchase Agreement among CECO and each of the shareholders of ATA; and

•

the Mergers.

The unaudited pro forma condensed combined balance sheet gives effect to the Mergers as if they had occurred on March 31, 2013. The unaudited pro forma condensed combined statements of income assume that the transactions described above were consummated on January 1, 2012. The unaudited pro forma condensed combined financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the transactions described above had been consummated on the dates indicated, nor are they necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes to the unaudited pro forma financial information included elsewhere in this joint proxy statement/prospectus, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this joint proxy statement/prospectus.

You should read the historical and pro forma financial data in conjunction with (i) CECO’s Annual Report on Form 10-K for the year ended December 31, 2012, (ii) CECO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, (iii) Met-Pro’s Annual Report on Form 10-K for the year ended January 31, 2013, (iv) CECO’s Current Report on Form 8-K/A filed with the SEC on May 8, 2013, and (v) Met-Pro’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2013. Please see the section entitled “Where You Can Find More Information” beginning on page 176.


*Amounts Rounded ,000*	Proforma as of and for the three months ended March 31, 2013(1)		Proforma as of and for the year ended December 31, 2012
Selected Operating Statement Data
Net sales	$	61,685	$	279,746
Income from operations		5,165		23,769
Net income		2,723		13,543
Earnings per share, basic		0.11		0.57
Earnings per share, diluted		0.10		0.52

Other Financial Data
Cash dividends paid per share		0.05		0.16
Average common shares, basic		25,923,072		23,776,859
Average common shares, diluted		26,618,931		26,209,731

Selected Balance Sheet Data
Current assets	$	106,288
Current liabilities		81,644
Working capital		24,644
Current ratio		1.3
Total assets		355,052
Long-term obligations(2)		63,065
Total shareholders’ equity		159,490
Total capitalization		222,555

(1)	Selected financial data with respect to Met-Pro is as of the fiscal quarter ended April 30, 2013.

(2)	Consists of only non-current portion of debt.

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COMPARATIVE PER SHARE MARKET PRICE, DIVIDEND AND OTHER DATA

CECO common stock is listed and traded on the NASDAQ Global Market under the symbol “CECE.” Met-Pro’s common stock is listed and traded on New York Stock Exchange under the symbol “MPR.” The following table sets forth, for the calendar quarters indicated, (1) the high and low sales price per share of CECO common stock as reported on the NASDAQ Global Market, and (2) the high and low sales price per share of Met-Pro common stock as reported on the New York Stock Exchange. On July 1, 2013, the last practicable trading day prior to the date of this joint proxy statement/prospectus, there were 17,792,336 shares of CECO common stock outstanding and 14,719,681 shares of Met-Pro common stock outstanding.


	CECO					Met-Pro
	High		Low			High		Low
For the fiscal quarter ended:					For the fiscal quarter ended:
2011					2011-12
March 31, 2011	$	6.53	$	5.32	April 30, 2011	$	12.10	$	10.52
June 30, 2011		7.19		5.43	July 31, 2011		11.98		9.77
September 30, 2011		8.05		5.13	October 31, 2011		10.52		8.05
December 31, 2011		6.65		4.98	January 31, 2012		10.49		8.20

2012					2012-13
March 31, 2012		8.65		5.46	April 30, 2012		10.17		9.95
June 30, 2012		8.37		6.81	July 31, 2012		9.39		9.02
September 30, 2012		10.20		7.45	October 31, 2012		9.35		8.95
December 31, 2012		10.10		8.75	January 31, 2013		10.61		10.34

2013					2013
March 31, 2013		14.32		9.92	April 30, 2013		13.47		9.15
June 30, 2013		13.18		10.44

The following table sets forth the closing sale price per share of Met-Pro common stock and CECO common stock as of April 19, 2013, the last trading day prior to the public announcement of the proposed Mergers, and as of July 1, 2013, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus. The table also sets forth the implied value of the Merger Consideration proposed for each share of Met-Pro common stock as of the same two dates. This implied value was calculated by adding (a) 53% of the per share cash consideration and (b) 47% of the value obtained by multiplying the closing sale price of CECO common stock on the relevant date by the applicable exchange ratio, and assuming an aggregate of 53% cash and 47% stock consideration. For purposes of determining the exchange ratio used in the table below, the closing price of CECO common stock on the relevant date was used.


	Met-Pro Common Stock		CECO Common Stock		Implied Value Per Share of Met-Pro Common Stock
April 19, 2013	$	9.60	$	11.12	$	13.75
July 1, 2013	$	13.46	$	12.50	$	13.75

The market value of the CECO common stock to be issued in exchange for shares of Met-Pro common stock upon the completion of the First Merger will not be known at the time of the Met-Pro special meeting. The above tables show only historical comparisons. Because the market prices of CECO common stock and Met-Pro common stock will likely fluctuate prior to the First Merger, these comparisons may not provide meaningful information to Met-Pro shareholders in determining whether to adopt the Merger Agreement. Shareholders are encouraged to obtain current market quotations for CECO common stock and Met-Pro common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference in this joint proxy statement/prospectus. Please refer to the section entitled “Where You Can Find More Information” beginning on page 176.

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The value of the stock consideration Met-Pro shareholders will receive upon completion of the First Merger will depend on the market price of CECO common stock at the Effective Time. Accordingly, no assurance can be given as to the market price of CECO common stock or the market price of Met-Pro common stock at the Effective Time. Because the exchange ratio for the stock consideration is subject to minimum and maximum adjustments for changes in the market price of CECO common stock, the market value of the stock consideration at the Effective Time may vary significantly from the market value of the shares of CECO common stock that would have been issued in the First Merger if the First Merger had been consummated on the date of the Merger Agreement or on the date of this joint proxy statement/prospectus. The market price of CECO common stock will continue to fluctuate after the Effective Time. Please refer to the section entitled “Risk Factors” beginning on page 23.

As a result of the proration procedures in the Merger Agreement, even if you properly make a cash election for all of your Met-Pro shares, if more than 53% of the outstanding Met-Pro shares are subject to cash elections (treating all Equity Award Shares as outstanding shares), you will receive CECO common stock in the First Merger in exchange for some of your Met-Pro shares. Please refer to the section entitled “The Mergers—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87.

The following table sets forth for the period presented certain per share information for CECO common stock and Met-Pro common stock on a historical basis and on an unaudited pro forma basis after giving effect to (i) the acquisition, on February 28, 2013, by CECO, through its subsidiary CECO Environmental Netherlands B.V., of 100% of the share capital of ATA Beheer B.V., a Netherlands private company with limited liability, and (ii) the Mergers, under the purchase method of accounting.

The unaudited pro forma Met-Pro equivalent information was calculated by multiplying the corresponding CECO unaudited pro forma combined information by 1.1401, which is the exchange ratio for the stock consideration in the pro forma condensed combined financial statements. It does not reflect the $13.75 per share cash consideration that Met-Pro shareholders may elect to receive in the First Merger (subject to proration). Please refer to the section entitled “The Mergers—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87.

You should read this information in conjunction with (i) the selected historical consolidated financial data included elsewhere in this joint proxy statement/prospectus, (ii) the historical consolidated financial statements of CECO and Met-Pro and related notes thereto that are incorporated by reference into this joint proxy statement/prospectus and (iii) the unaudited pro forma financial information and related notes included elsewhere in this joint proxy statement/prospectus. The unaudited pro forma per share information does not purport to represent what the actual results of operations of CECO and Met-Pro would have been had the Mergers been completed in another period or to project CECO’s and Met-Pro’s results of operations that may be achieved if the Mergers are completed.


For Year Ended December 31, 2012	CECO Historical		Met-Pro Historical		CECO Unaudited Pro Forma Combined		Met-Pro Unaudited Pro Forma Equivalent
Income from continuing operations per share (basic)	$	0.73	$	0.55	$	0.57	$	0.65
Income from continuing operations per share (diluted)	$	0.65	$	0.55	$	0.52	$	0.59
Cash dividends per share	$	0.16	$	0.2855	$	0.16	$	0.18


For Quarter Ended March 31, 2013	CECO Historical		Met-Pro Historical		CECO Unaudited Pro Forma Combined		Met-Pro Unaudited Pro Forma Equivalent
Income from continuing operations per share (basic)	$	0.13	$	0.02	$	0.11	$	0.13
Income from continuing operations per share (diluted)	$	0.12	$	0.02	$	0.10	$	0.11
Book value per share at period end (unaudited)	$	3.96	$	5.97	$	6.15	$	7.01
Cash dividends per share	$	0.05	$	0.0725	$	0.05	$	0.057

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CECO expects to continue to pay quarterly dividends during 2013 but only if and to the extent declared by the CECO board and subject to various restrictions on CECO’s ability to do so. Dividends on CECO’s common stock are not cumulative.

Under the terms of the Merger Agreement, Met-Pro is expressly permitted to continue to pay a quarterly dividend of $0.0725 per share consistent with past practice. However, future dividend payments are at the discretion of the Met-Pro board and changes in the dividend program will depend on Met-Pro’s earnings, capital requirements, financial condition, debt covenants and other factors considered relevant by the Met-Pro board.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, and the documents to which this joint proxy statement/prospectus refers, contain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Any statements contained in this joint proxy statement/prospectus, or any such documents, or made by or attributable to CECO or Met-Pro that are not statements of historical fact, including statements about CECO’s and/or Met-Pro’s beliefs and expectations, are forward-looking statements and should be evaluated as such.

Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “estimate,” “target,” “project,” “should,” “will,” “can,” “likely,” similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Such forward-looking statements reflect, among other things, CECO’s and/or Met-Pro’s current expectations, plans, strategies and anticipated financial results and involve a number of known and unknown risks, uncertainties, and factors that may cause CECO’s and/or Met-Pro’s actual results to differ materially and adversely from those expressed or implied by these forward-looking statements.

Neither CECO nor Met-Pro makes any assurances that its expectations, beliefs, or projections will be achieved or accomplished. The results implied by such forward-looking statements may not be realized due to a variety of factors, including, without limitation, the following:

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CECO’s and Met-Pro’s ability to complete the Mergers;

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CECO’s ability to successfully integrate Met-Pro’s operations and to realize the synergies from the acquisition;

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failure of Met-Pro’s shareholders to adopt the Merger Agreement;

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failure of CECO’s stockholders to approve the issuance of CECO common stock to Met-Pro shareholders in the First Merger;

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final terms of the financing CECO uses for the cash portion of the Merger Consideration and to repay Met-Pro debt;

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risks to the Mergers and the surviving company related to litigation in which CECO and Met-Pro are or may become involved;

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economic and financial market conditions generally and economic conditions in CECO and Met-Pro’s service areas;

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dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for contract revenue;

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fluctuations in operating results from period to period due to seasonality of the business;

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the effect of growth on CECO’s infrastructure, resources, and existing sales;

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the ability to expand operations in both new and existing markets;

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diversion of management’s attention from ongoing business operations and opportunities;

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the challenges of integrating and retaining key employees;

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the potential for contract delay or cancellation; changes in or developments with respect to any litigation or investigation;

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the potential for fluctuations in prices for manufactured components and raw materials;

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the substantial amount of debt in connection with the acquisition and CECO’s ability to repay or refinance it or incur additional debt in the future;

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•

the impact of foreign, federal, state or local government regulations; economic and political conditions generally; and

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the effect of competition in the air pollution control and industrial ventilation industry.

These and other uncertainties related to the businesses of CECO and Met-Pro are described in greater detail in the section entitled “Risk Factors” beginning on page 23 and in the filings of CECO and of Met-Pro with the SEC, including CECO’s and Met-Pro’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Please refer to the section entitled “Where You Can Find More Information” beginning on page 176. Many of these risks are beyond each of CECO’s and Met-Pro’s management’s ability to control or predict. All forward-looking statements attributable to CECO, Met-Pro or persons acting on behalf of them are expressly qualified in their entirety by the cautionary statements contained, and risk factors identified, in this joint proxy statement/prospectus and the companies’ filings with the SEC. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date of this joint proxy statement/prospectus, in the case of forward-looking statements contained in this joint proxy statement/prospectus, or the dates of the documents incorporated by reference into this joint proxy statement/prospectus, in the case of forward-looking statements made in those documents incorporated by reference herein. Except as required under the federal securities laws or the rules and regulations of the SEC, neither CECO nor Met-Pro undertakes any obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE COMPANIES

CECO

Engineered Equipment Technology and Parts Group

CECO’s Engineered Equipment Technology and Parts Group segment provides air handling equipment and systems for filtering, cooling, heating, and capturing emissions in the metal industries; fume exhaust systems for use in rolling mill, machining, and other oil mist generating processes; and systems for corrosion protection, fugitive emissions control, evaporative cooling, and other ventilation and air handling applications. This segment also markets strip coolers under the JET*STAR name to cool metal strip coatings in steel and aluminum industries.

Contracting/Services Group

CECO’s Contracting/Services Group segment fabricates parts, engineered subassemblies, and customized products for air pollution and non-air pollution systems from sheet, plate, and structurals. This segment’s systems include oil mist collection, dust collection, industrial exhaust, chip collection, and make-up air, as well as automotive spray booth systems, industrial and process piping, and other industrial sheet metal work.

Component Parts Group

CECO’s Component Parts Group segment manufactures and markets component parts for industrial air systems to contractors, distributors, and dealers.

CECO’s principal executive offices are located at 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227 and the telephone number at that location is (513) 458-2600.

Met-Pro

Met-Pro, a Pennsylvania corporation, is a leading niche-oriented global provider of product recovery, pollution control, fluid handling and filtration solutions.

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segments and has aggregated those operating segments into three reportable segments and one other segment, as follows, respectively: (i) Product Recovery/Pollution Control Technologies; (ii) Fluid Handling Technologies; (iii) Mefiag Filtration Technologies; with the other segment being Filtration/Purification Technologies.

The Product Recovery/Pollution Control Technologies segment provides solutions and manufactures products for the purification of air or liquids. The Fluid Handling Technologies manufactures high quality horizontal, vertical, and in-tank centrifugal pumps that handle corrosive, abrasive and high temperature liquids. The Filtration Technologies segment manufactures filtration systems utilizing primarily horizontal disc technology. The Filtration/Purification Technologies segment supplies proprietary chemicals for the treatment of municipal drinking water systems and boiler and cooling tower systems, cartridges and filter housings, and filtration products for difficult industrial air and liquid applications.

Met-Pro’s principal executive offices are located at 160 Cassell Road, Harleysville, Pennsylvania 19438 and the telephone number at that location is (215) 723-6751.

Mustang Acquisition Inc.

Mustang Acquisition II Inc.

No Material Contracts with Met-Pro

Except as set forth in this joint proxy statement/prospectus, since January 1, 2010 neither CECO nor any of CECO’s affiliates, including Merger Sub and Merger Sub II, have any past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or transactions with Met-Pro or Met-Pro’s affiliates, including with respect to: (i) a merger, consolidation or acquisition, other than the Merger Agreement; (ii) a tender offer or other acquisition of securities, other than the Merger Agreement; (iii) an election of directors, other than the constitution of the Met-Pro board of directors following closing of the Mergers pursuant to the Merger Agreement; or (iv) a sale or other transfer of a material amount of assets, other than as contemplated pursuant to the Merger Agreement.

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THE MERGERS

Background of the Mergers

CECO’s board of directors and management regularly review and assess CECO’s business strategies and objectives, and the CECO board of directors regularly reviews and discusses CECO’s performance, risks, opportunities and strategy, all with the goal of enhancing stockholder value. CECO’s board of directors and CECO’s management regularly review and evaluate pursuing various strategic alternatives as part of these ongoing efforts, taking into account expected economic, competitive and other market conditions. These strategic alternatives include acquiring new businesses to complement or expand existing CECO businesses. CECO’s management utilizes both internal resources and external advisors in these activities.

In this regard, representatives of CECO have had conversations from time to time with representatives of other companies regarding certain strategic alternatives that involved CECO acquiring or merging with other companies or making other strategic acquisitions to enhance its businesses. In line with this strategy, CECO acquired Adwest in December 2012 and Aarding in February 2013.

Likewise, as part of the ongoing evaluation of Met-Pro’s business, Met-Pro’s senior management and the Met-Pro board of directors have historically reviewed, considered and assessed Met-Pro’s operations, financial performance and industry conditions as they may affect Met-Pro’s long-term strategic goals and plans, including the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives. As part of their respective reviews, both CECO and Met-Pro had identified the other and had an interest in, and perceived the possible value of, a strategic combination of the two companies.

In connection with CECO’s regular evaluation of strategic opportunities, in the spring of 2010, CECO considered the desirability and feasibility of a potential business combination with Met-Pro. At that time, CECO concluded that there were strategic reasons for a combination of the two companies including: (a) strengthening the competitive position of the combined companies; (b) improving operating leverage and profitability; and (c) strengthening the financial position of the combined companies.

As a result, between May and August, 2010, Mr. Jeff Lang, CEO of CECO, and Mr. Raymond De Hont, CEO of Met-Pro together with other representatives of both parties, including in one meeting investment-bankers for CECO, engaged in certain high-level preliminary discussions as to a possible business combination between CECO and Met-Pro. The parties entered into a mutual confidentiality agreement in June 2010 and at a meeting in July 2010 CECO informally proposed an exchange ratio for the combination of the two companies. These discussions were reviewed at a special meeting of the Met-Pro board of directors held on August 18, 2010. It was the sense of Met-Pro’s board of directors that the parties were far apart in their valuations of the companies, but also that the combination of the companies, under appropriate terms and valuations, could present strategic opportunities for Met-Pro shareholders.

At the August 18, 2010 special meeting of the Met-Pro board of directors, the board also formed an ad-hoc committee to consider the retention of an investment banking firm to assist in a strategic analysis of Met-Pro. This resulted in a decision by the board on August 30, 2010 to engage William Blair.

At a special meeting of the Met-Pro board of directors held on November 5, 2010, representatives of William Blair discussed their analysis as to Met-Pro’s strategic alternatives which included, in each case, potential near term value creation, execution risk, achievability and pro forma results. The alternatives included implementation of Met-Pro’s existing strategic plan; a special dividend; a share buy-back; raising equity capital; a divestiture of assets; the pursuit of acquisitions; the sale to a financial buyer; and the sale to a strategic buyer. After assessing these alternatives, it was the sense of the board that Met-Pro’s continued pursuit of its existing strategic plan represented a viable approach to the creation of shareholder value. At this meeting, the board of directors also reviewed a possible combination with CECO. Although the board believed that there could be

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strategic value in a combination with CECO, the board determined not to pursue further discussions with CECO at the time, due to, among other factors, a belief that the difference in valuations was not bridgeable, the nature of CECO’s recent financial performance, and CECO’s unwillingness to enter into a standstill agreement, which Met-Pro had requested in approximately August 2010.

At that time, Mr. De Hont informed Mr. Lang that Met-Pro would not continue any discussions unless and until CECO signed a standstill agreement. CECO had determined not to enter into the standstill both because of the restrictions it would place on CECO and because, due to Met-Pro’s expressed reluctance to pursue a business combination transaction with CECO, CECO did not believe that there was a likelihood that a transaction would transpire. Given CECO’s lack of confidence in a possible transaction, and that the standstill would have limited CECO’s options at a later date, CECO decided not to enter into a standstill agreement at that time. Although there had been intermittent contacts between CECO and Met-Pro representatives between August and November 2010 that were in the nature of reiterating the earlier discussions, there were no further discussions of any substance after August 2010 until after CECO contacted Met-Pro in March 2012.

In March 2012, CECO’s management and board of directors resumed their internal evaluation of a potential business combination with Met-Pro. At such time CECO believed it was well positioned to resume its exploration of a potential business combination with Met-Pro, given its improved financial position and increased market capitalization. For example, at fiscal year-end 2011 compared to fiscal year-end 2010, CECO’s gross margin increased 4.2 percentage points, gross profit increased 17%, net income increased 293%, and net income per diluted share increased to $0.51 compared to $0.15. In addition, at the end of March 2012, CECO had cash and cash equivalents of $19.9 million and no bank debt. Furthermore, CECO’s stock price was trading significantly higher than during November 2010, the last time CECO and Met-Pro had business combination discussions. For example, at March 15, 2012, CECO’s closing stock price was $7.98, compared to a closing price of $5.17 on November 15, 2010. In March 2012, Mr. Phillip DeZwirek contacted Mr. De Hont regarding the possibility of a business combination involving Met-Pro and CECO. High-level discussions between Mr. Phillip DeZwirek and Mr. De Hont continued in March and through April. On April 12, 2012, Met-Pro and CECO entered into a confidentiality agreement with a mutual three-year standstill provision. CECO at this time had greater confidence than in 2010, given its financial position and the willingness of Met-Pro to engage in discussions, that a transaction could be negotiated between CECO and Met-Pro. Given that Met-Pro was requiring the standstill agreement before further conversations would take place, and CECO’s view that a transaction had a more likely chance of being agreed to than in 2010, CECO was willing to enter into the agreement and be subject to the mutual standstill restrictions.

On April 19, 2012 Mr. De Hont and Mr. Neal Murphy, representing Met-Pro, and Mr. Phillip DeZwirek, Mr. Jason DeZwirek, Mr. Jonathan Pollack and Mr. Lang, representing CECO, met in New York, New York to revisit their prior discussions as to the merits and potential for a transaction and the steps to move the discussion forward. Several meetings and conversations among Mr. Phillip DeZwirek and Mr. Lang with Mr. De Hont continued in May 2012, during which the parties further discussed the rationale for a merger of equals transaction.

In addition, throughout April 2012, CECO interviewed several financial advisors in connection with its review of its strategic alternatives.

On August 24, 2012, Mr. Phillip DeZwirek sent Mr. De Hont and other members of the Met-Pro board of directors a letter expressing CECO’s interest in a potential merger of equals transaction based on, among other items, the potential cost and revenue synergies, growth opportunities and a strengthened geographic footprint that would provide the opportunity to become an independent market leader, and create shareholder value for CECO and Met-Pro shareholders.

On August 29, 2012, the Met-Pro board of directors held a regularly scheduled meeting at Met-Pro’s executive offices in Harleysville, Pennsylvania, at which all of Met-Pro’s directors were present. During the

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meeting, the board discussed the possibility of a business combination between Met-Pro and CECO and whether it was in the best interests of Met-Pro’s shareholders to engage in discussions with CECO about a potential business combination. The board of directors ultimately determined that before it could consider a transaction with CECO, it should again formally evaluate its strategic alternatives. Accordingly, the board of directors directed senior management to engage William Blair to update its strategic alternatives analysis.

On September 27, 2012, Messrs. De Hont and Murphy met with Mr. Lang in Conshohocken, PA to discuss a possible transaction.

On October 16, 2012, the Met-Pro board of directors held a special meeting, at which all of the directors were present. During the meeting, representatives of William Blair discussed their analysis of Met-Pro’s strategic alternatives, which representatives of William Blair advised were similar to the alternatives considered by the board at its November 5, 2010 meeting. After assessing these alternatives, it was the sense of the Met-Pro board that Met-Pro’s continued pursuit of its existing strategic plan continued to represent a viable approach to the creation of shareholder value, although the board was willing to consider a business combination with CECO specifically because, among other factors, the board again saw strategic value in the combination of the two companies, CECO’s financial performance had improved, and CECO had now executed a standstill agreement.

On November 6, 2012, the CECO board of directors held a regularly scheduled meeting, at which Mr. Lang, Mr. Phillip DeZwirek, Mr. Jason DeZwirek and Mr. Pollack provided the members of the board with the current status of their discussions with Met-Pro. The board discussed and considered the potential strategic fit of Met-Pro with CECO as either a merger of equals or an acquisition. The board expressed the importance of CECO retaining control of any resulting board. The consensus of the CECO board was that a stock for stock transaction would permit the Met-Pro shareholders to fully participate in the value of the benefits of a merger. The possibility of acquiring Met-Pro in a cash and stock transaction was also discussed as an attractive alternative.

The CECO board of directors also determined that discussions with Met-Pro were at the stage where the hiring of a financial advisor would be advisable to assist CECO in the evaluation of a transaction. The board also directed and approved the continuation of discussions with Met-Pro, with Mr. Phillip DeZwirek, Mr. Jason DeZwirek, Mr. Lang and Mr. Pollack appointed as the representatives of CECO to continue such negotiations.

On November 11, 2012, Mr. George Glatfelter, who had served as Met-Pro’s lead director, was elected as independent Chairman of the Met-Pro board of directors, with Mr. De Hont continuing to serve as a director and Chief Executive Officer of Met-Pro.

At a November 27, 2012 meeting in Philadelphia with Mr. Glatfelter, Mr. De Hont, Mr. Murphy, Mr. Phillip DeZwirek, Mr. Jason DeZwirek and Mr. Lang, the parties discussed the merits of a business combination whereby Met-Pro shareholders would receive one share of CECO stock (which had a closing price of $9.28 on that date) for each share of Met-Pro stock. Under the proposal, CECO would have six representatives on the board of directors of the combined company and Met-Pro would have three representatives. In addition, the parties discussed that a merger could, among other things, create the opportunity to consolidate a fragmented market, the potential of improved access to capital, the potential to realize cost synergies, and a strengthened geographic footprint.

At a meeting on December 4, 2012, the Met-Pro board of directors, in consultation with representatives of William Blair and Fox Rothschild, considered CECO’s proposal. Although the board saw the strategic advantage of a business combination with CECO and considered the receipt of CECO stock as a method in which Met-Pro shareholders could participate in the value created by the synergies and other benefits of a merger, the Met-Pro board of directors considered the offer to be an insufficient price for Met-Pro. Mr. De Hont communicated these concerns to Mr. DeZwirek, indicating that if CECO wished to acquire all of the outstanding shares of Met-Pro

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and control the board of directors of the combined company, then the offer should be at a premium to Met-Pro’s market price, should not be an all-stock offer, and should be in writing.

On December 10, 2012, CECO retained Jefferies (then known as Jefferies & Company, Inc.) to act as its financial advisor with respect to a possible Met-Pro transaction. Following the communication by Mr. De Hont to Mr. Phillip DeZwirek, there were informal discussions among CECO’s senior management, its board of directors, and representatives of Jefferies. A consensus emerged among the members of the board of directors that an acquisition using cash and stock instead of a merger of equals would be attractive to CECO due to the overall benefits and value to CECO shareholders based on, among other items, accretion analysis, low cost of debt based on current debt markets, and the ability to realize significant synergies, and that CECO should present an indication of interest to Met-Pro based on a stock and cash acquisition of Met-Pro. In particular, given the low cost of debt, CECO determined that an offer of a mixture of cash and CECO common stock would permit it to maintain what it believed to be prudent leverage ratios and liquidity levels while allowing its shareholders to maintain a larger percentage of the post-transaction company.

On December 11, 2012, Mr. Jason DeZwirek sent an indication of interest to Mr. De Hont and Mr. Glatfelter (the “December 11th Indication of Interest”). The December 11th Indication of Interest contained a non-binding proposal by CECO to acquire all of Met-Pro’s issued and outstanding shares of common stock for $12.00 per share, comprised of one share of CECO stock (based on the December 11, 2012 closing market price of $9.31) plus $2.69 per share in cash. The offer set forth in the December 11th Indication of Interest represented a premium of approximately 32% of the closing price of Met-Pro’s stock of $9.12 on December 11, 2012. In its December 11th Indication of Interest, CECO informed Met-Pro that it had retained Jefferies as its financial advisor and that Jefferies had assessed CECO’s ability to raise financing in connection with the proposed acquisition. Included with its December 11th Indication of Interest was a copy of a letter from Jefferies to CECO stating that it was “highly confident” that CECO could raise debt financing sufficient to complete the proposed acquisition.

On December 20, 2012, the Met-Pro board of directors held a regularly scheduled meeting at Met-Pro’s executive offices in Harleysville, Pennsylvania, at which all of Met-Pro’s directors were present. In addition to representatives of Met-Pro’s management and its legal advisors, representatives of William Blair were also in attendance as Met-Pro’s financial advisors. The meeting began with a representative of Fox Rothschild providing the directors with an overview of their fiduciary duties. Representatives of William Blair then led the board in an extended discussion regarding Met-Pro’s strategic alternatives, which included a situation analysis, potential partners and other matters. After assessing these alternatives, the Met-Pro board continued to conclude that Met-Pro’s continued pursuit of its existing strategic plan continued to represent a viable approach to the creation of shareholder value, although the board continued to believe that a business combination with CECO, upon appropriate terms and for appropriate value, continued to be a possible strategic opportunity for Met-Pro shareholders. With respect to CECO, the board considered, assessed and evaluated numerous strategic and structural issues in a possible transaction with CECO, including: control features; synergies and value creation; pre- and post-signing market checks; scope, timing and approach to due diligence, including management presentations and data room; negotiation strategy; cash versus stock structure; and pursuit of organic growth and growth through acquisitions as an alternative to a strategic transaction with CECO. The board’s discussion and analysis also included, among other considerations, a historical trading histogram of Met-Pro’s and CECO’s stock during the prior 12 and 36 month periods. Following these discussions, it was the consensus of the board that the offer presented by CECO in the December 11th Indication of Interest was inadequate. Following its extended analysis, and after discussions with representatives of William Blair, the presentation by management as to Met-Pro’s Fiscal Year 2014 Operating Plan and advice from counsel as to the board’s fiduciary duties, the board of directors gave direction to Mr. De Hont to advise CECO that its December 11th Indication of Interest represented inadequate value for Met-Pro. The board discussed and assessed the value of asking William Blair to engage in a market-check with other potential purchasers of Met-Pro. The board had concerns that engaging in such a process would inadvertently put Met-Pro “in play,” might not lead to shareholder value maximization,

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might lead to loss of employees and customers and other business disruption and might cause CECO to withdraw its offer. After assessing this, the board concluded it would defer a decision on instructing William Blair to conduct a market check pending progress in the negotiations with CECO. Following the conclusion of the meeting, the independent directors met in executive session without Mr. De Hont or management or representatives of William Blair being present.

After additional informal discussions among CECO’s senior management, its board of directors, and representatives of Jefferies, on December 31, 2012, CECO, through its financial advisor, sent a revised indication of interest to Met-Pro’s financial advisor (the “December 31st Indication of Interest”). The December 31st Indication of Interest reflected an increased purchase price for all of Met-Pro’s issued and outstanding shares of common stock of $12.50 per share, comprised of $7.50 per share in CECO stock plus $5.00 per share in cash. The offer set forth in the December 31st Indication of Interest represented a premium of approximately 39% of the closing price of Met-Pro’s stock of $8.98 on December 28, 2012. The December 31st Indication of Interest included the possibility of giving Met-Pro shareholders the ability to make an election of either cash or stock consideration, provided that the aggregate cash consideration distributed to Met-Pro shareholders did not exceed $74.7 million. In addition, the December 31st Indication of Interest proposed a 60-day exclusivity period in order for CECO and Met-Pro to proceed with negotiations and complete due diligence. The December 31st Indication of Interest also required CECO to confirm its valuation of the purchase price following the completion of its initial due diligence activities, including an initial meeting with Met-Pro management and any follow up meetings to review materials and conduct additional diligence.

On January 3, 2013, the Met-Pro board of directors held a special meeting by telephone conference call, with all directors in attendance. Mr. Murphy and legal and financial advisors were also in attendance. The purpose of the meeting was to discuss the December 31st Indication of Interest. During the meeting, representatives of William Blair led a discussion of the December 31st Indication of Interest, including an analysis of the changes to the December 11th Indication of Interest, which included, among other things, a $0.50 per share increase in the purchase price, an increase in the amount of cash consideration, and a decrease in the amount of CECO stock comprising the purchase price, a cash election feature, and the addition of a 60-day exclusivity period. Representatives of William Blair also discussed with the board the impact of a fixed exchange ratio on Met-Pro’s shareholders. The board considered the December 31st Indication of Interest as well as information and analyses as to other potential purchasers of Met-Pro, the relative potential for synergies with different buyers, including CECO, and the directors’ fiduciary duties. As it had done at its December 20, 2012 meeting, the Met-Pro board of directors and its legal and financial advisors again discussed and considered the merits and considerations of various forms of a potential market check to assess the interest of potential alternative buyers. The Met-Pro board of directors expressed concern that any “market check” could cause CECO to withdraw its proposal and could result in public leaks of the sales process which could cause CECO to withdraw its proposal and could have an adverse effect on Met-Pro’s employees, customers and suppliers. These concerns where heightened due to the limited number of participants in Met-Pro’s core markets. The board considered the relative benefits and risk of a pre-signing market check and concluded that the benefits which could be expected to be provided by such a “market check” did not outweigh the risk of CECO withdrawing its offer or the sale process becoming known to Met-Pro’s employees, customers and/or suppliers. This judgment was further supported by the fact that Met-Pro shareholders would still have the opportunity to participate in the future earnings and growth of Met-Pro due to the large amount of equity they would have in the combined company. In addition, based on publicly available information and its due diligence review to date, the board believed that CECO would experience synergies and cost savings materially greater than other potential strategic acquirers and would, therefore, be in the best position to pay a higher premium. Further, it was the board’s expectation that a majority of Met-Pro’s employees would continue employment with CECO after the closing. However, after detailed deliberation on these and related issues, the board directed William Blair to advise CECO that before Met-Pro would be willing to enter into exclusive negotiations with CECO, CECO needed to increase its offer to $13.00 per share with a fixed exchange ratio. Further, Met-Pro would not be willing at that time to agree to an exclusivity period longer than 30 days. Following the meeting, representatives of William Blair communicated the board’s position to CECO’s financial advisor.

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Following a number of discussions by CECO board members and senior management with their legal and financial advisors, on January 6, 2013, CECO submitted a third revised indication of interest to Met-Pro (the “January 6th Indication of Interest”). The January 6th Indication of Interest reflected a further increased purchase price in the range of $12.75 to $13.25 per share, comprised of $7.50 per share in CECO stock plus $5.25 to $5.75 per share in cash. The January 6th Indication of Interest stated that the proposed price represented a premium of approximately 42% to 48% of the closing price of Met-Pro’s stock of $8.98 on December 28, 2012. The January 6th Indication of Interest stated that CECO would confirm its valuation of Met-Pro’s stock following the completion of its initial due diligence and an initial meeting with Met-Pro’s management. The January 6th Indication of Interest continued to propose a 60-day exclusivity period.

Following receipt of the January 6th Indication of Interest, Met-Pro’s Chairman, Mr. De Hont, Mr. Murphy and financial and legal advisors participated in a number of discussions regarding the revised proposal, including their proposed modifications to the proposal.

On January 8, 2013, Met-Pro delivered proposed revisions to the January 6th Indication of Interest to CECO. Met-Pro’s revisions noted that the purchase price needed to be at least $13.00, with 55-60% of the value in stock, plus 40%-45% of the value in cash, in order for Met-Pro to agree to any exclusivity. Further, Met-Pro requested that an appropriate pricing collar structure be included. The revised indication of interest also limited the exclusivity period to February 14, 2013 and required that both Met-Pro and CECO set up electronic data rooms for due diligence purposes.

Following discussions with its legal and financial advisors, on January 9, 2013, CECO submitted a fourth revised indication of interest to Met-Pro (the “January 9th Indication of Interest”). The January 9th Indication of Interest reflected a purchase price for all of Met-Pro’s issued and outstanding shares of common stock of $13.00 per share, comprised of $7.50 per share in CECO stock plus $5.50 per share in cash. The offer set forth in the January 9th Indication of Interest represented a premium of approximately 45% of the closing price of Met-Pro’s stock of $8.98 on December 28, 2012. With respect to the stock component of the Merger Consideration, the number of shares of CECO stock to be issued to Met-Pro’s shareholders would be calculated using a fixed exchange ratio based on the volume weighted average trading price of CECO common stock for the 20-trading day period ending on the date immediately preceding the signing of a definitive acquisition agreement, but that CECO may consider adjusting the measurement period. While the January 9th Indication of Interest increased the price to $13.00 per share, it was silent on the collar structure proposed by Met-Pro in its January 8th mark-up.

On January 10, 2013, the Met-Pro board of directors held a special meeting. The meeting was initially conducted as an executive session with the independent directors discussing Met-Pro’s strategic alternatives, which the board considered to include the continuation of Met-Pro’s strategic plan as a standalone company or business combination with CECO on terms that through negotiation could be improved from those set forth in the January 9th indication of interest. Although the board again considered directing William Blair to conduct a pre-signing market check, the board concluded not to move forward at that time with a market check based on its expectation that the board would be able to negotiate a further improvement in CECO’s offer and its belief that the anticipated synergies from a business combination with CECO were better than what could be achieved with other buyers and on account of other concerns expressed by the board with a market-check, as discussed above in regards to the December 20, 2012 and January 3, 2013 meetings. The independent directors determined that Met-Pro should negotiate the January 9th Indication of Interest to: (i) increase the cash component of the consideration by $0.50 to $6.00; (ii) include a pre-closing measurement point for CECO’s stock; (iii) add a collar structure with a 15% ceiling and a 15% floor; and (iv) restrict the DeZwirek family and Icarus Investment Corp. from selling publicly their respective CECO securities during the 180-day period following the closing of the acquisition. Mr. De Hont, the non-independent director, and representatives of William Blair then joined the meeting, at which time the independent directors sought input from representatives of William Blair and Mr. De Hont as to the conclusion that had been reached, with the full board of directors then confirming these points.

On January 11, 2013, Met-Pro submitted proposed revisions to the January 9, 2013 Indication of Interest to CECO, which were consistent with the directions given by the Met-Pro board of directors at its meeting the day

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before. The proposed revisions also provided that the acquisition was to be structured to qualify as a tax-free reorganization.

On January 12, 2013, Mr. Phillip DeZwirek, Mr. Jason DeZwirek, Mr. Lang and Mr. Pollack had a discussion with CECO’s legal and financial advisors. Prior to the meeting, such board members had been provided with materials from Jefferies, including a stock price analysis, valuation metrics and collar analysis. These CECO board members determined that the collar structure as proposed provided too much variance and could potentially result in a number of shares of CECO stock in excess of what they deemed appropriate for CECO stockholders. Messrs. Phillip and Jason DeZwirek also indicated their agreement to the lock-up requested by Met-Pro. They also determined that the proposed mixture of cash and stock would provide CECO with prudent leverage ratios and liquidity levels. On January 13, 2013, CECO, through its financial advisor, submitted a fifth revised indication of interest to Met-Pro (the “January 13th Indication of Interest”). The January 13th Indication of Interest reflected a purchase price of $13.00 per share, comprised of $6.50 per share in CECO stock plus $6.50 per share in cash, which was an increase of $1.00 per share in cash and a decrease of $1.00 per share in stock from CECO’s January 9th Indication of Interest. The indication of interest included restrictions on the DeZwirek family and Icarus Investment Corp. from selling publicly their respective CECO securities during the 180-day period following the acquisition and that the acquisition would likely be structured as a tax-free reorganization. However, the January 13th Indication of Interest did not provide for a collar, as requested by Met-Pro.

Following receipt of the January 13th Indication of Interest, Met-Pro’s Chairman, Mr. De Hont, Mr. Murphy and financial and legal advisors participated in a number of discussions regarding the revised proposal. Following these discussions, on January 15, 2013, Met-Pro directed William Blair to reject the bid due to the absence of the collar structure.

On January 15, 2013, Mr. Phillip DeZwirek, Mr. Jason DeZwirek, Mr. Lang and Mr. Pollack had further discussions with CECO’s legal and financial advisors regarding the form and type of potential collars, and the appropriate band of any collar. Such board members were provided with additional collar structure analysis by Jefferies to assist in the board members’ analysis. The CECO board members determined at a meeting on January 15, 2013 that, instead of a “fixed exchange ratio” collar proposed by Met-Pro, a standard “fixed price—floating ratio” collar would be acceptable, with the collar having no more than a 7.5% floor and 7.5% ceiling. The board members directed Jefferies to convey such proposal to Met-Pro.

On January 16, 2013, CECO through its financial advisor verbally submitted a sixth revised indication of interest to Met-Pro (the “January 16th Indication of Interest”) with the same terms as the January 13th Indication of Interest but with the modified collar structure.

On January 17, 2013, the Met-Pro board of directors held a special meeting by telephone, with all directors in attendance. Met-Pro’s management and legal and financial advisors were also in attendance. The purpose of the meeting was to discuss the January 16th Indication of Interest as well as CECO’s proposed collar. Representatives of William Blair summarized for the board the negotiations that had occurred subsequent to CECO’s $12.00 per share offer made on December 11, 2012 and discussed its analysis of CECO’s proposed collar structure. After further discussions and careful consideration, the board of directors approved and authorized the execution by Mr. De Hont, on behalf of Met-Pro, of an indication of interest at a price of $13.00 per share upon the terms offered by CECO in its January 16th Indication of Interest, including the proposed exclusivity. In light of the fact that the proposed consideration included CECO common stock, the board also determined that Met-Pro should engage in due diligence of CECO, with participants including Marcum LLP, Fox Rothschild and other attorneys and management.

On January 18, 2013, the CECO board of directors held a special meeting by telephone, with all directors in attendance. CECO’s management and legal and financial advisors were also in attendance. The purpose of the meeting was to discuss the January 16th Indication of Interest, which had previously been distributed to all of the

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members of the board of directors. A detailed explanation of the January 16th Indication of Interest was explained by representatives of Jefferies and CECO’s legal advisors. A further discussion of the contemplated financing of the transaction was held. After discussion and further evaluation and analysis, the board of directors approved and authorized the execution of the January 16th Indication of Interest. The board of directors also approved the continued negotiation of the terms of the transaction by Mr. Phillip DeZwirek, Mr. Jason DeZwirek, Mr. Lang and Mr. Pollack.

On January 18, 2013, CECO submitted to Met-Pro a written indication of interest reflecting the terms of the January 16th Indication of Interest, including the modified collar structure and extended exclusivity and meeting dates.

On January 20, 2013, the parties executed an indication of interest at a price of $13.00 per share with a collar with a 7.5% floor and a 7.5% ceiling (the “January 19th Indication of Interest”).

On January 22, 2013, CECO, through its financial advisor, began conversations with commercial banks about financing alternatives for the funding of the cash portion of the Merger Consideration.

On January 29, 2013, representatives of Met-Pro and CECO met in Philadelphia to discuss potential business synergies expected to result from the proposed transaction, including manufacturing and other cost reductions, cross-selling opportunities, and fabrication synergies. The potential sale leaseback or sale of real property was also discussed. Those in attendance included Mr. De Hont, Mr. Murphy and Mr. Greg Kimmer from Met-Pro, along with a representative of William Blair, and Mr. Lang, Mr. Pollack and Mr. Roland Bollman from CECO, along with a representative of Jefferies. For more information relating to the synergies of the Mergers between Met-Pro and CECO, see the section entitled “The Mergers—Met-Pro’s Reasons for the Mergers and Recommendation of the Met-Pro Board of Directors” beginning on page 55.

On February 7 and 8, 2013, representatives of Met-Pro and CECO met in Cincinnati, Ohio for management presentations. Those in attendance for CECO included Messrs. Lang and Pollack and four other members of management, each of whom attended in person, and three other management members who attended telephonically. Mr. Jason DeZwirek also attended in person on February 8th. Representatives of Jefferies also attended. Those in attendance for Met-Pro included Messrs. De Hont, Murphy, Glatfelter, and four other members of senior management. Representatives of William Blair also attended. The two-day meeting included management presentations by Met-Pro on February 7th and by CECO on February 8th. In addition, the parties engaged in a continuation of the parties’ synergies discussion from January 29, 2013 and in particular, the potential cross-selling opportunities and other sales synergies.

On February 12, 2013, the Met-Pro board of directors held a special meeting by telephone. All of the directors were in attendance, along with Mr. De Hont, Mr. Murphy and legal and financial advisors. The purpose of the meeting was to discuss the management meetings with CECO in Cincinnati on February 7th and 8th. Representatives of William Blair reviewed the content presented and the discussions the parties had at the meetings. This was followed by commentary and analysis from Messrs. Glatfelter, De Hont and Murphy, who had also attended the meetings.

On February 12, 2013, Met-Pro and CECO entered into separate Common Interest and Confidentiality Agreements in order to facilitate their respective due diligence efforts.

On February 13, 2013, CECO opened its electronic data room for the provision of due diligence materials to Met-Pro and Met-Pro continued to populate its electronic data room, but did not yet provide access to CECO.

On February 13, 2013, Mr. De Hont and Mr. Lang spoke via telephone during which they discussed scheduling a tour of CECO’s and Met-Pro’s facilities.

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On February 14, 2013, representatives of William Blair and Jefferies spoke via telephone to discuss timing of the draft Merger Agreement. During their call, CECO’s financial advisor informed the representatives of William Blair that based on CECO’s due diligence to date, CECO, per the terms of the January 19th Indication of Interest, confirmed the valuation of $13.00 per share for Met-Pro’s stock. Following his call with CECO’s financial advisor, the representatives of William Blair summarized the call for Messrs. Glatfelter, De Hont and Murphy, and Met-Pro’s legal advisors. During their call, the Met-Pro representatives ultimately determined that the Met-Pro board of directors would seek a higher price than $13.00 per share. Following this, Mr. De Hont contacted Mr. Lang and representatives of William Blair contacted Jefferies to inform CECO that Met-Pro’s board of directors was seeking a price higher than $13.00 per share and that Met-Pro would not proceed with negotiations or due diligence until it received confirmation from CECO that it would pay a higher price per share than $13.00.

On February 17, 2013, Mr. De Hont and Mr. Jason DeZwirek spoke via telephone and discussed what price the Met-Pro board of directors may be seeking for the sale of Met-Pro. Following this call, Mr. De Hont engaged in discussions with Mr. Glatfelter, Mr. Murphy and Met-Pro’s financial and legal advisors regarding Met-Pro’s sale price.

On February 19, 2013, at CECO’s request, CECO’s financial advisor informed Met-Pro’s financial advisor that CECO wanted to know what price the Met-Pro board of directors would agree to for the sale of Met-Pro on non-binding terms for purposes of the indication of interest.

On February 19, 2013, the Met-Pro board of directors held a special meeting via telephone conference call. All of the directors except Ms. Spires were in attendance, along with Mr. Murphy and legal and financial advisors. The purpose of the meeting was to provide an update to the board regarding the possible transaction with CECO, including an update on discussions as to the price per share for the sale of Met-Pro. Messrs. De Hont and the representatives of William Blair each reviewed their separate conversations with CECO’s representatives, as well as the actions taken by Met-Pro in response to CECO’s position, which included the cancelling of scheduled plant tours. Following an extended discussion, the independent directors met in executive session and, after further discussion, determined to reconvene the meeting the next day so as to permit further time for deliberation and analysis of any action to be taken by Met-Pro.

On February 20, 2013, the independent directors reconvened in executive session via telephone, with all of the independent directors in attendance. Each of the independent directors spoke and expressed their views as to the appropriate action at this time with respect to a transaction with CECO. Following this, the board of directors determined to advise CECO that it would agree to a revised indication of interest setting forth a price of $13.75 per share. The board authorized Mr. Glatfelter to communicate this position to Phillip DeZwirek, CECO’s Chairman.

Later on February 20, 2013, Mr. Glatfelter spoke with Mr. Phillip DeZwirek and conveyed the Met-Pro board of directors’ position that it would not accept less than $13.75 per share. After a lengthy discussion, Mr. DeZwirek advised Mr. Glatfelter that he would need to discuss the matter with CECO’s board of directors and would get back to him.

From February 20, 2013 through February 25, 2013, the members of the board of directors of CECO had numerous informal discussions both among themselves and with representatives of Jefferies. Based on certain preliminary financial information that Jefferies reviewed with the board members and results of the February 7th and 8th management meetings, the board members determined that Mr. Phillip DeZwirek on behalf of CECO could offer up to $13.75 per share.

On February 25, 2013, Mr. Phillip DeZwirek contacted Mr. Glatfelter via telephone. During their call, they agreed to $13.75 per share.

On February 26, 2013, the Met-Pro board of directors held a special meeting via telephone conference call, with all of the directors, as well as Mr. Murphy and legal and financial advisors, in attendance. The purpose of

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the meeting was to provide an update to the board regarding the possible transaction with CECO, and in particular, an update on Mr. Glatfelter’s discussions with Mr. DeZwirek that had occurred the day before. During the meeting, Mr. Glatfelter reported that Mr. DeZwirek had, following certain negotiations during their call, agreed to an increased purchase price of $13.75 per share. The board proceeded to discuss and evaluate this with representatives of William Blair. The board sought advice from representatives of William Blair and Fox Rothschild with respect to process, strategy, and next steps, including the approach to due diligence, the period of exclusivity, and documentation of the offer. After evaluating these issues, the board gave advice and direction to Mr. Glatfelter as to his follow-up with Mr. DeZwirek that included the authority to enter into a revised indication of interest reflecting the $13.75 per share purchase price and an extended exclusivity period and other terms that the board discussed and agreed upon. After the meeting, Mr. Glatfelter spoke again with Mr. DeZwirek, who indicated that CECO would provide a revised indication of interest later that day.

Later on February 26, 2013, CECO provided Met-Pro with a revised indication of interest with a purchase price of $13.75 per share. The indication of interest provided that the additional $0.75 per share would be paid in cash, rather than split evenly between cash and stock. In addition, the indication of interest provided for exclusivity through April 15, 2013.

Also on February 26, 2013, Met-Pro opened its electronic data room for the provision of due diligence materials to CECO.

On March 5, 2013, Met-Pro and CECO signed the indication of interest with a purchase price of $13.75 per share and exclusivity through April 15, 2013.

On March 6, 2013, the CECO board of directors held a regularly scheduled meeting. At the meeting, the board of directors ratified the revised indication of interest that had previously been informally approved. The board of directors also authorized CECO to enter into an engagement letter with Bank of America, N.A. for purposes of obtaining a credit facility to be used, in part, to the fund the cash portion of the Merger Consideration.

Beginning in March 2013, representatives of Met-Pro and CECO commenced detailed due diligence investigations on each other, provided access to certain non-public materials and other data through the online data rooms, and facilitated diligence telephone calls, meetings and site tours. Beginning on March 7, 2013, Met-Pro began holding weekly due diligence status meetings via telephone conference call. Met-Pro’s management, legal and financial advisors and independent accountants participated in these weekly meetings to discuss Met-Pro’s due diligence on CECO and Met-Pro’s responses to CECO’s due diligence requests. The exchange of due diligence materials between the parties continued until execution of the Merger Agreement.

On March 11, 2013, the Met-Pro board of directors held a regularly scheduled meeting at Met-Pro’s executive offices in Harleysville, Pennsylvania, at which all of Met-Pro’s directors were present. Representatives of Met-Pro’s management and legal and financial advisors were also in attendance. During the meeting, the board discussed the timeframe for the acquisition.

On March 14, 2013, CECO entered into an engagement letter with Merrill Lynch, Pierce, Fenner & Smith Incorporated, on an exclusive basis, as sole lead arranger for the debt financing, whom while acting in this capacity we refer to as “MLPFS,” with Bank of America, N.A. (whom we refer to, collectively with MLPFS, as “Bank of America”) to act as sole administrative and collateral agent, for the debt financing in connection with the proposed arrangement and syndication of senior secured credit facilities in an aggregate principal amount of up to $125 million.

On March 15, 2013, CECO’s legal advisors, Barnes & Thornburg, LLP delivered a draft of the proposed Merger Agreement to Met-Pro. On March 23, 2013, Fox Rothschild delivered a revised draft of the Merger Agreement to CECO’s counsel. At that time, several material issues were outstanding principally related to termination fees, terms of a non-solicitation provision, the respective termination rights of the parties, fees to be

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paid if the transaction failed to close for certain reasons, scope of the representations, warranties and covenants, the operation of the companies’ respective businesses prior to the closing of the Mergers, and access to CECO and Met-Pro’s records and personnel. In discussions and negotiations between the parties at this time and in those discussion and negotiations which transpired over the following weeks, Met-Pro’s representatives negotiated to limit the fees payable by it and increase those paid by CECO if the Mergers were to be terminated under specified conditions; to enhance Met-Pro’s ability to respond to third parties expressing interest in a transaction with Met-Pro; to restrict CECO’s ability to access records and employees of Met-Pro prior to closing the Mergers and to increase Met-Pro’s ability to access records of CECO prior to closing the Mergers; to increase the scope of CECO’s representations and warranties and to limit the scope of Met-Pro’s representations and warranties; and to expand Met-Pro’s ability to terminate the agreement under a general fiduciary out. CECO negotiated for the opposite outcomes with respect to those provisions.

On March 22, 2013, the Met-Pro board of directors held a special meeting via telephone conference call, with Mr. Murphy and legal and financial advisors, in attendance. The purpose of the meeting was to review and propose responses to certain provisions of the draft Merger Agreement presented by CECO. The board’s review included a detailed analysis of the non-solicitation and financing provisions of the draft Merger Agreement. After evaluating these and other issues, the board gave advice and direction to Met-Pro’s legal advisors as to revisions to the draft Merger Agreement.

On April 1, 2013, the Met-Pro board of directors held a regularly scheduled meeting at Met-Pro’s executive offices in Harleysville, Pennsylvania, at which all of Met-Pro’s directors were present. Mr. Murphy and Met-Pro’s legal and financial advisors were also in attendance. During the meeting, Met-Pro’s counsel provided the board with a detailed summary of the most significant open issues in the draft Merger Agreement, which included the broad conditions on CECO’s financing obligations, the termination and reverse termination fees, and the non-solicitation language. Following detailed discussion, the board determined that CECO’s financing obligations should not be conditioned, the termination fee needed to be on market terms, the reverse termination fee must substantially exceed the termination fee, and that the non-solicitation language must be revised. After detailed discussion regarding the open issues and a discussion as to the directors’ fiduciary duties, Met-Pro’s counsel was directed to communicate the board’s position on the open issues to CECO, which counsel proceeded to do.

On April 3, 2013, representatives of Bank of America sent CECO an initial draft of a commitment letter and related term sheets for the acquisition financing, including a term loan facility and revolving credit facility (collectively, together with the related fee letter, the “Commitment Papers”). Over the next few weeks, various drafts of the Commitment Papers were exchanged between representatives of CECO and Bank of America, with representatives of Met-Pro also providing input.

On April 5, 2013, representatives of Fox Rothschild, Barnes &Thornburg, William Blair, Jefferies and Mr. Pollack met in Chicago. During the meeting, the parties discussed several significant open issues in the Merger Agreement, including the termination fee, the reverse termination fee and the inclusion of a general fiduciary out that would allow Met-Pro’s board of directors to terminate the agreement if its fiduciary duty required it.

On April 5, 2013, Mr. Pollack apprised Messrs. Phillip DeZwirek, Jason DeZwirek and Lang of the results of the negotiation session and on April 7, 2013, Met-Pro’s legal counsel provided an update to the Met-Pro board of directors via email as to the negotiating session that had taken place in Chicago two days earlier.

On April 8 and 10, 2013, Met-Pro and CECO exchanged additional drafts of the Merger Agreement and on April 11, 2013, Met-Pro’s legal representatives and CECO’s legal representative and Mr. Pollack held a meeting via conference call to discuss the revised draft Merger Agreement. The principal open issues related to the (i) size of collar range, (ii) general fiduciary out that Met-Pro was requesting and (iii) closing requirement that the transaction qualify as a reorganization under Section 368(a) of the Code.

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Later on April 11, 2013, the Met-Pro board of directors held a special meeting by telephone, in which all of the directors were in attendance. The purpose of the meeting was primarily to provide the board with a summary as to the negotiations that had taken place since the last board meeting and also to provide the board of directors with the results of the due diligence review of CECO. In addition, the board discussed the concept of a broader collar in lieu of a general fiduciary out. Representatives of William Blair discussed the mechanics of the proposed collar. The board discussed the protection that the collar would provide against market fluctuations in the price of CECO common stock. Following discussion and analysis of the two alternatives, the Met-Pro board of directors determined that the increased collar would be a better means to ensure shareholder value than the general fiduciary out. The Board directed legal counsel to advise CECO that as part of its due diligence it could not sign an agreement without having first seen CECO’s financial statements for the first quarter of the fiscal year.

Over the next couple of days following April 12, 2013, Met-Pro and CECO both confirmed that they would provide the other with the financial results of the first quarter of 2013 with respect to CECO and the first two months of the first quarter of 2014 and expectations for the full quarter with respect to Met-Pro.

On April 13, 2013, Met-Pro provided a further revised draft of the Merger Agreement to CECO.

On April 15, 2013, CECO sent a request for an extension of the exclusivity period to April 30, 2013. Later that day, Met-Pro agreed to an extension of the exclusivity period to April 19, 2013 and both parties executed a letter agreement confirming the extended exclusivity period. The parties continued to negotiate the terms of the Merger Agreement.

On April 16, 2013, CECO delivered a draft of its financing commitment from Bank of America, N.A. to Met-Pro and on April 18, 2013, Met-Pro provided CECO with comments on the Bank of America financing commitment.

On April 17, 2013, the CECO board of directors held a special meeting at which all directors attended. Also present were representatives of Jefferies and Barnes & Thornburg. The purpose of the meeting was to provide the members of the board of directors with the status and update of the proposed Mergers. Mr. Pollack presented the history of the negotiations and current status. The board discussed the terms of the Merger Agreement and the outstanding issues. The board members also discussed the Commitment Papers and the terms of the proposed debt financing. Legal counsel also addressed the fiduciary duties of the members of the board of directors.

On April 17, 2013, CECO provided Met-Pro with certain anticipated financial results for its first quarter of the fiscal year and Met-Pro provided CECO with certain anticipated financial results for its first two months of the first quarter of fiscal 2014 and expectations for the full quarter.

On April 17, 2013, Mr. Pollack and Mr. Murphy discussed setting the collar with a 15% ceiling and a 15% floor, which would, in light of CECO’s increased stock price, be no more dilutive to CECO shareholders than what had been agreed upon in the March 5th indication of interest. The acceptance of the collar by CECO would be subject to eliminating a closing requirement that the transaction qualify as a reorganization under Section 368(a) of the Code, and agreement on the rest of the outstanding items in the Merger Agreement. The parties agreed that such proposal would be taken to each of Met-Pro and CECO’s board of directors.

Over the next several days, both parties’ legal advisors continued to negotiate the Merger Agreement, the Commitment Papers and related documents.

On April 21, 2013, the Met-Pro board of directors held a special meeting via telephone conference call, with all of the directors in attendance. Mr. Murphy and legal and financial advisors were also in attendance. The purpose of the meeting was to consider, among other things, approving the purchase of Met-Pro by CECO pursuant to the terms of the Merger Agreement. During the meeting, Met-Pro’s legal counsel summarized the

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significant changes in the Merger Agreement since the last draft had been delivered to the board and the board’s fiduciary duties. In addition, Met-Pro’s legal counsel presented the history of the negotiations with CECO as to the proposed transaction—in particular that the board had successfully negotiated an increase in the purchase price from $12.00 per share to $13.75 per share (putting aside the initial stock for stock merger proposed on November 28, 2012) and a 15% collar. Representatives of William Blair reviewed William Blair’s financial analysis of the Merger Consideration to be received pursuant to the Merger Agreement and delivered its opinion, as of that date and based on and subject to the assumptions, qualifications, limitations and other matters described in the opinion, as to the fairness, from a financial point of view, to the holders of Met-Pro’s common stock (other than Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II), of the Merger Consideration to be received by those holders in the aggregate. The full text of the written opinion is attached to this proxy as Annex E. Following discussion of all the foregoing, the Met-Pro board of directors unanimously approved the Merger Agreement and the consummation of the Mergers upon the terms and subject to the conditions set forth in the Merger Agreement, determined that the terms of the Merger Agreement, the Mergers, and the other transactions contemplated by the Merger Agreement were fair to, and in the best interests of, Met-Pro and its shareholders, directed that the Merger Agreement be submitted to the shareholders of Met-Pro for adoption, recommended that Met-Pro’s shareholders adopt the Merger Agreement, and declared that the Merger Agreement is advisable.

The board of directors of CECO also held a special meeting on April 21, 2013 via telephone conference call, in which all of its directors were in attendance. Representatives of CECO’s financial and legal advisors were also in attendance. At this meeting, Jefferies reviewed with the CECO board directors its financial analysis of the consideration to be paid in the transaction by CECO and delivered to the CECO board its opinion to the effect that, as of April 21, 2013, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the aggregate Merger Consideration to be paid by CECO pursuant to the Merger Agreement was fair, from a financial point of view, to CECO. In addition, CECO’s legal counsel reminded the board of its fiduciary duties and presented the history of the negotiations with Met-Pro as to the proposed transaction and a summary of the terms of the Merger Agreement. After discussion, the CECO board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of the stockholders of CECO; approved the issuance of CECO common stock pursuant to the Merger Agreement; resolved to recommend that the CECO stockholders approve the issuance of CECO common stock pursuant to the Merger Agreement; and directed that the proposed issuance of CECO common stock pursuant to the Merger Agreement be submitted to CECO’s stockholders for consideration in accordance with the Merger Agreement.

Following the conclusion of the Met-Pro and CECO board of directors meetings, the management of CECO and Met-Pro, together with their respective legal and financial advisors, finalized the terms of the Merger Agreement and Commitment Papers and Met-Pro and CECO executed the Merger Agreement. In addition, the voting agreement and lock-up agreement were also executed and CECO and Bank of America executed the Commitment Papers.

On April 22, 2013, prior to the opening of trading on NASDAQ and the New York Stock Exchange (“NYSE”), CECO and Met-Pro issued a joint press release announcing the Mergers.

Met-Pro’s Reasons for the Mergers and Recommendation of the Met-Pro Board of Directors

Recommendation of the Met-Pro Board of Directors

The Met-Pro board of directors, by the unanimous vote of all directors:

•

determined that the Merger Agreement and the transactions contemplated thereby, including the First Merger, are in the best interests of Met-Pro and its shareholders;

•

approved the Merger Agreement, the transactions contemplated thereby, including the Mergers;

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•

approved the execution and delivery of the Merger Agreement and the Articles of Merger; and

•

subject to the Merger Agreement, recommended that the shareholders of Met-Pro adopt the Merger Agreement and approve the transactions contemplated thereby, including the First Merger.

Accordingly, the Met-Pro board of directors recommends that the Met-Pro shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the First Merger.

Reasons for the Mergers

During the course of its deliberations on the Mergers, the Met-Pro board of directors held numerous meetings and consulted with Met-Pro’s senior management and legal and financial advisors. The Met-Pro board of directors believes the proposed transaction with CECO is in the best interests of Met-Pro and its shareholders. In reaching its unanimous decision to approve the proposed transaction with CECO, the Met-Pro board of directors reviewed, evaluated and considered numerous factors and a significant amount of information and data, including the following:

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Its review of Met-Pro’s current business and future prospects and its assessment that the transaction would be favorable to Met-Pro and its shareholders in the long term;

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Recent and historical market prices for Met-Pro common stock, as compared to the Merger Consideration, including the fact that the Merger Consideration of $13.75 per share represents an approximate premium of 53.1% to the closing price per share of Met-Pro common stock on December 11, 2012, the date of CECO’s initial written offer, and 43% to the closing price per share of Met-Pro common stock on April 19, 2013, the last trading day before execution of the Merger Agreement.

•

The fact that the Met-Pro board of directors negotiated an increase in the Merger Consideration to $13.75 from CECO’s initial written proposal of $12.00 on December 11, 2012, with a 15% collar, as described above in the section entitled “Background of the Mergers” beginning on page 43;

•

The oral opinion of William Blair, financial advisor to Met-Pro, on April 21, 2013 (subsequently confirmed in writing), subject to the various assumptions, qualifications, limitations and other matters set forth in its written opinion, as to the fairness, from a financial point of view, to the shareholders of Met-Pro (other than Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II) of the $13.75 per share to be received by such holders in the aggregate, and the financial analyses related thereto prepared by William Blair and described below in the section entitled “—Opinion of Financial Advisor to Met-Pro” beginning on page 59. While the opinion of William Blair assumes that the Mergers will qualify as a tax-free reorganization (and the board of directors believes that a tax-free reorganization would be desireable), the board of directors does not consider the qualification of the Mergers as a tax-free reorganization to be necessary. This is primarily due to the fact that, because the Merger Consideration is to be a mixture of stock consideration and cash consideration, a tax-free reorganization structure will only benefit Met-Pro’s shareholders who receive stock consideration, and only to the extent that the value of the stock consideration exceeds a shareholder’s basis in his or her Met-Pro stock.

•

Met-Pro board of directors’ belief that it was unlikely that any other financial or strategic buyers would be willing to acquire Met-Pro at a price in excess of $13.75 per share, even if Met-Pro were to conduct an auction process or other solicitation of alternative acquisition proposals and risk causing CECO to withdraw its offer. This belief was based upon a number of factors, including the fact that Met-Pro and CECO had engaged in extensive price negotiations through multiple indications of interest and that CECO had increased its offer substantially from its initial offer, and that $13.75 per share represented a substantial premium over Met-Pro’s trading price; that CECO had conducted a very detailed investigation of Met-Pro, and that its familiarity with Met-Pro and its belief that a transaction with Met-Pro would be transformational for CECO put CECO in a position of being willing to pay more for Met-Pro than other possible buyers; and that, in order to justify a price in excess of $13.75 per share, any other buyer would

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be required to be able to realize synergies in a transaction with Met-Pro, including complimentary product lines, customers and markets, and consolidation of public company compliance costs, which would be materially better than the synergies expected to be achieved in the Mergers between Met-Pro and CECO, and that this was not likely to occur.

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The results of the due diligence investigations of CECO by Met-Pro’s management and financial, legal and other advisors, which supported the board’s conclusion that the combined company would continue to provide Met-Pro’s shareholders with the opportunity to share in the earnings and growth of Met-Pro;

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The substantial industry experience of the executive officers and directors of Met-Pro and their judgment that the Merger Agreement and combination with CECO would provide fair value to Met-Pro’s shareholders and meaningful upside potential through continued ownership in the combined company;

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The Met-Pro board of directors’ belief that the termination fee and other limitations applicable to competing acquisition proposals agreed to in the Merger Agreement were reasonable and customary and would not preclude a serious and financially capable potential acquirer from submitting a proposal to acquire Met-Pro following the announcement of the Mergers;

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The fact that Met-Pro’s legal and financial advisors were involved throughout the process and negotiations and updated the Met-Pro board of directors directly and regularly, which provided the Met-Pro Board with additional perspective on the negotiations in addition to those of Met-Pro’s senior management;

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The likelihood that CECO would be able to obtain financing for the transaction given the financing commitment it obtained from Bank of America;

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The fact that the Merger Agreement permits Met-Pro to declare and pay to its shareholders dividends on a basis consistent with past practice during the period between the signing and the closing of the Mergers;

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The expectation that many of Met-Pro’s employees would be able to remain employed by the combined company after completion of the Mergers;

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The Met-Pro board of directors’ review of the structure of the Mergers and the financial and other terms of the Merger Agreement, including, among others, the following specific terms of the Merger Agreement:

•

the limited and otherwise customary conditions to the parties’ obligations to complete the Mergers, including the representations, warranties and covenants of CECO related to obtaining debt financing for the transaction, which were substantial assurances that the Mergers ultimately should be consummated on a timely basis;

•

the ability of the Met-Pro board of directors, subject to certain conditions, to provide information to and engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal if the Met-Pro board of directors reasonably believes that such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal;

•

the ability of the Met-Pro board of directors, subject to certain conditions, to change its recommendation that Met-Pro shareholders approve the Merger Agreement and, in addition, to terminate the Merger Agreement in order to enter into an alternative acquisition agreement with respect to a superior proposal;

•

the ability of Met-Pro to specifically enforce CECO’s obligations under the Merger Agreement, including (subject to the satisfaction of the other closing conditions and the funding of the debt financing) its obligations to consummate the Mergers;

•

the customary nature of the representations, warranties and covenants of Met-Pro in the Merger Agreement;

•

the absence of a financing condition and the $10,365,000 reverse termination fee payable by CECO to Met-Pro if the Mergers were ultimately not consummated due to a failure of CECO to obtain the financing necessary to complete the Mergers; and

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•

the fact that the financial and other terms and conditions of the Merger Agreement minimize, to the extent reasonably practical, the risk that a condition to closing would not be satisfied and also provide reasonable flexibility to operate Met-Pro’s business during the pendency of the Mergers;

•

The fact that the DeZwirek family and Icarus Investment Corp., which own approximately 30% of the shares of CECO common stock outstanding as of the date of the Merger Agreement, entered into the Voting Agreement to vote in favor of the transactions contemplated by the Merger Agreement; and

•

The meaningful synergies that the Mergers are anticipated to provide, including consolidating public company, administrative and other costs, and the opportunity for meaningful incremental revenue from each company’s customer base due to the complimentary nature of each company’s products and markets.

The Met-Pro board of directors also considered potential risks and potentially negative factors concerning the Mergers in connection with its deliberations of the proposed transaction, including:

•

The fact that, because a portion of the Merger Consideration is payable in CECO common stock, Met-Pro shareholders could be adversely affected by a decrease in the trading price of CECO common stock during the pendency of the Mergers below the 15% collar;

•

The fact that the Merger Agreement does not provide Met-Pro with a CECO stock price-based termination right or any other protection in the event of a substantial decline in the price of CECO common stock. The Met-Pro board of directors considered, and discussed with CECO, a termination right in the event that the value of CECO common stock were to fall below the 15% collar; however, (i) CECO was not willing to agree to such a provision in the Merger Agreement, (ii) the Met-Pro board of directors believed that the 15% collar provided reasonable protection to Met-Pro shareholders for declines in the value of CECO common stock, and (iii) if the value of CECO common stock were to decrease significantly, the Met-Pro shareholders would have the opportunity to vote against the Mergers at the special meeting.

•

The potential negative impact that restrictions on the conduct of Met-Pro during the period between execution of the Merger Agreement and the completion of the Mergers could have on Met-Pro’s business;

•

The fact that CECO’s obligation to consummate the Mergers is subject to conditions, and the possibility that such conditions may not be satisfied, including as a result of events outside of Met-Pro’s control, and the fact that, if the Mergers are not consummated:

•

Met-Pro’s directors, officers and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, and Met-Pro will have incurred significant transaction costs attempting to consummate the transaction;

•

the market’s perception of Met-Pro’s continuing business could potentially result in a loss of customers, vendors, business partners, collaboration partners and employees; and

•

the trading price of Met-Pro’s common stock could be adversely affected;

•

That Met-Pro may be required pay a termination fee of $6,740,000 to CECO in certain circumstances following the termination of the Merger Agreement;

•

The fact that Met-Pro did not solicit proposals from other potential bidders, and that Met-Pro did not have contact with any potential buyers other than CECO during the negotiations leading up to the execution of the Merger Agreement;

•

The covenant in the Merger Agreement prohibiting Met-Pro from soliciting other potential acquisition proposals, and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied;

•

The fact that the Merger Consideration may be taxable to taxpaying shareholders of Met-Pro;

•

The regulatory and litigation risks associated with the Mergers and combining the two companies;

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•

The ability to finalize and consummate the financing arrangements contemplated by the Commitment Letter; and

•

The other risks described in the section entitled “Risk Factors” beginning on page 23.

The Met-Pro board of directors concluded that the uncertainties, risks and potentially negative factors relevant to the acquisition of Met-Pro by CECO were outweighed by the potential benefits that it expected Met-Pro and Met-Pro’s shareholders would achieve as a result of the combination.

This discussion of the information and factors considered by the Met-Pro board of directors includes the principal positive and negative factors considered by the board, but it is not intended to be exhaustive and may not include all of the factors considered.

In view of the wide variety of factors considered in connection with its evaluation of the Mergers and the complexity of these matters, the Met-Pro board of directors did not find it useful to and did not attempt to quantify, rank or otherwise assign relative weights to these factors. Further, the Met-Pro board of directors did not place particular reliance or weight on any particular factor. Rather, the Met-Pro board of directors viewed its position and recommendation as being based on the totality of the information presented to it and the factors it considered.

In addition, individual members of the Met-Pro board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Met-Pro board of directors and certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 39.

Opinion of Financial Advisor to Met-Pro

William Blair was retained to act as the financial advisor to the Met-Pro board of directors to render certain investment banking services in connection with a potential business combination of Met-Pro with a to-be-determined party. In particular, the Met-Pro board of directors requested that William Blair render an opinion as to the fairness, from a financial point of view, to the holders of the outstanding shares of Met-Pro common stock (other than shares held by Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II) of the Merger Consideration to be received by such holders in the aggregate in the First Merger under the Merger Agreement. On April 21, 2013, William Blair delivered its oral opinion to the Met-Pro board of directors, which was subsequently confirmed in writing, as of that date and based upon and subject to the assumptions, qualifications, limitations and other matters described in its opinion, as to the fairness, from a financial point of view, to the holders of Met-Pro common stock (other than shares held by Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II) of the Merger Consideration to be received by such holders in the aggregate in the First Merger pursuant to the Merger Agreement.

William Blair provided its opinion for the information and assistance of the Met-Pro board of directors in connection with its consideration of the Mergers. William Blair’s opinion was one of many factors taken into account by the Met-Pro board of directors in making its determination to approve the Merger Agreement and the Mergers. The terms of the Merger Agreement and the amount and form of the Merger Consideration, however, were determined through negotiations between Met-Pro and CECO and were approved by the Met-Pro board of directors. The opinion described above was reviewed and approved by William Blair’s fairness opinion committee. William Blair has consented to the inclusion in this joint proxy statement/prospectus of its opinion and the description of its opinion appearing under this subheading “Opinion of Financial Advisor to Met-Pro.” William Blair did not recommend any specific consideration to the board of directors of Met-Pro or that any specific consideration constituted the only appropriate consideration for the Mergers.

The full text of William Blair’s opinion, dated April 21, 2013, is attached as Annex E to this joint proxy statement/prospectus and incorporated herein by reference. You are urged to read the opinion carefully and in its entirety to learn about the assumptions made, procedures followed, matters considered and limits on the scope of the review undertaken by William Blair in rendering its opinion. William Blair’s opinion was directed to the Met-Pro board of directors for its benefit and use in evaluating the fairness of

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the Merger Consideration to the holders of Met-Pro common stock (other than shares held by Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II) and relates only to the fairness, as of the date of the opinion and from a financial point of view, of the Merger Consideration to be received by such holders in the First Merger pursuant to the Merger Agreement. The opinion does not address any other aspect of the Mergers or any related transaction and does not constitute a recommendation to any shareholder as to how that shareholder should vote or act with respect to the Merger Agreement, the Mergers, the election of the Merger Consideration, or any other matter. William Blair did not address the merits of the underlying decision by Met-Pro to engage in the Mergers. The following summary of William Blair’s opinion is qualified in its entirety by reference to the full text of the opinion.

In connection with William Blair’s review of the Mergers and the preparation of its opinion, William Blair, among other things, examined:

•

the draft of the Merger Agreement dated April 18, 2013, which we refer to in this section as the “Draft Agreement”;

•

certain audited historical financial statements of Met-Pro for the four years ended January 31, 2013;

•

certain unaudited historical financial statements of Met-Pro for the months ended February 28, 2013 and March 31, 2013;

•

certain internal business, operating and financial information and projected financial information of Met-Pro for fiscal years 2014 through 2018 prepared by the senior management of Met-Pro, which are referred to as the “Met-Pro Projected Financial Information”;

•

the financial position and operating results of each of Met-Pro and CECO compared with those of certain other publicly traded companies it deemed relevant;

•

certain audited historical financial statements of CECO for the three years ended December 31, 2012;

•

certain unaudited historical financial statements of CECO for the three months ended March 31, 2013;

•

certain internal business, operating and financial information and projected financial information of CECO for fiscal years 2013 through 2017 prepared by the senior management of CECO, which are referred to as the “CECO Projected Financial Information,” and together with the Met-Pro Projected Financial Information as the “Forecasts”;

•

then current and historical market prices and trading volumes of the common stock of each of Met-Pro and CECO;

•

information regarding publicly available financial terms of certain other business combinations it deemed relevant;

•

the relative contributions of each of Met-Pro and CECO to certain financial statistics of the proposed combined company; and

•

certain other publicly available information regarding each of Met-Pro and CECO and the industries in which they operate.

William Blair also (i) held discussions with members of the senior management of each of Met-Pro and CECO to discuss certain of the foregoing, (ii) considered other matters which it deemed relevant to its inquiry, and (iii) took into account those accepted financial and investment banking procedures and considerations as it deemed relevant.

In rendering its opinion, William Blair assumed and relied, without independent verification, upon the accuracy and completeness of all the information examined by or otherwise reviewed or discussed with William Blair for purposes of its opinion, including, without limitation, the projected financial information provided by the senior management of each of Met-Pro and CECO. William Blair did not make or obtain an independent valuation or appraisal of the assets, liabilities or solvency of Met-Pro or CECO. William Blair was advised by the senior management of Met-Pro that the Met-Pro Projected Financial Information had been reasonably prepared in good faith on bases reflecting the then currently available estimates and judgments of the senior management of

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Met-Pro. William Blair was advised by the senior management of CECO that the CECO Projected Financial Information had been reasonably prepared in good faith on bases reflecting the then currently available estimates and judgments of the senior management of CECO. In that regard, William Blair assumed, with the consent of Met-Pro, that: (i) the Forecasts would be achieved and (ii) all material assets and liabilities (contingent or otherwise) of Met-Pro and CECO were as set forth in Met-Pro’s and CECO’s respective financial statements or other information made available to William Blair. William Blair expressed no opinion with respect to the Forecasts or the estimates and judgments on which they were based. William Blair did not consider and expressed no opinion as to the amount or nature of the compensation to any of the officers, directors or employees (or any class of such persons) of Met-Pro relative to the Merger Consideration to be received for each share of Met-Pro common stock. William Blair expressed no opinion as to any terms or other aspects of the Mergers (other than the Merger Consideration to the extent specified in its opinion), including, without limitation, the form or structure of the Mergers, or accounting consequences thereof. William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to it as of, the date of its opinion. Although subsequent developments may affect its opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion. William Blair relied as to all legal and tax matters regarding the Mergers on advice of counsel to Met-Pro, and assumed that the Mergers would be consummated on the terms described in the Merger Agreement, without any waiver, modification or amendment of any material terms or conditions by Met-Pro. William Blair was not requested to, nor did William Blair, seek alternative participants for the Mergers. William Blair assumed that the Mergers would qualify as a tax-free transaction. In addition, William Blair relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any material respect from the Draft Agreement.

William Blair’s investment banking services and its opinion were provided for the use and benefit of the Met-Pro board of directors (solely in its capacity as such) in connection with its consideration of the Mergers. William Blair’s opinion was limited to the fairness, from a financial point of view, to the holders of Met-Pro common stock (other than Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II) of the Merger Consideration to be received by such holders in the aggregate in the First Merger pursuant to the Draft Agreement and William Blair did not address the merits of the underlying decision by Met-Pro to engage in the Mergers or the fairness of the cash consideration relative to the stock consideration or vice-versa, and its opinion did not constitute a recommendation to the Met-Pro board of directors or any Met-Pro shareholder as to how such person should act or vote with respect to the Mergers or as to whether any such shareholder should elect to receive the cash consideration or the stock consideration. It is understood that William Blair’s opinion may not be disclosed or otherwise referred to without William Blair’s prior written consent, except that William Blair’s opinion may be included in its entirety in this joint proxy statement/prospectus.

William Blair expressed no opinion as to the price at which the common stock of Met-Pro or CECO would trade at any future time or as to the effect of the Mergers on the trading price of the common stock of Met-Pro or CECO. Those trading prices may be affected by a number of factors, including but not limited to (i) dispositions of the common stock of CECO by stockholders within a short period of time after the Effective Time, (ii) changes in prevailing interest rates and other factors which generally influence the price of securities, (iii) adverse changes in the current capital markets, (iv) the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of Met-Pro or of CECO or in the market, (v) any necessary actions by or restrictions of federal, state or other governmental agencies or regulatory authorities, and (vi) timely completion of the Mergers on terms and conditions that are acceptable to all parties at interest.

The following is a summary of the material financial analyses performed and material factors considered by William Blair in connection with its opinion. William Blair performed certain procedures, including each of the financial analyses described below, and reviewed with Met-Pro’s board of directors the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by William Blair. The financial analyses

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summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by William Blair, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by William Blair. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by William Blair.

Met-Pro Contribution Analysis. William Blair analyzed the relative contributions of Met-Pro and CECO to the estimated pro forma net sales, adjusted earnings before interest, taxes, depreciation and amortization (referred to as EBITDA) and adjusted net income of the combined company, based on calendar year 2012 and latest twelve months (LTM) financial data, as well as estimates for calendar years 2013 and 2014, prepared by the managements of each of Met-Pro and CECO, respectively. William Blair calculated certain values implied by such relative contributions. The following table summarizes the results of this analysis:


	Met-Pro Contribution
Net Sales
Calendar Year 2012 actual		44.7	%
LTM actual		44.1	%
Calendar Year 2013E		36.5	%
Calendar Year 2014E		35.9	%

Adjusted EBITDA
Calendar Year 2012 actual		45.1	%
LTM actual		43.8	%
Calendar Year 2013E		39.6	%
Calendar Year 2014E		41.4	%
Enterprise Value⁽¹⁾		49.5	%

Adjusted Net Income
Calendar Year 2012 actual		45.4	%
LTM actual		43.9	%
Calendar Year 2013E		38.7	%
Calendar Year 2014E		40.5	%
Equity Value⁽²⁾		50.8	%

(1)	William Blair compared Met-Pro’s contribution to the combined enterprise value relative to its contribution to net sales and adjusted EBITDA.

(2)	William Blair compared Met-Pro’s contribution to the combined equity value relative to its contribution to adjusted net income.

Selected Public Company Analysis. William Blair reviewed and compared certain financial information relating to Met-Pro to corresponding financial information, ratios and public market multiples for 20 other publicly traded companies William Blair deemed relevant. The purpose of this analysis was to provide a comparison of the respective valuations of certain companies that operate in similar lines of business or industries and under similar business and financial conditions as Met-Pro and the Mergers.

Although none of the selected companies is identical or directly comparable to Met-Pro, William Blair, using its professional judgment and experience, determined that such companies were the most appropriate for purposes of this analysis based on certain criteria that William Blair considered to be appropriate in light of the applicable facts and circumstances. Such criteria included, but was not limited to, the fact that, like Met-Pro, the other companies were companies that operate in the pollution control technologies, fluid handling, and/or filtration technologies industries and were publicly traded, and certain of their operating and financial characteristics that William Blair considered similar to the operating and financial characteristics of Met-Pro.

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While there may have been other companies that operate in similar industries to Met-Pro or have a similar line of business or similar financial or operating characteristics to Met-Pro, William Blair did not specifically identify any other companies for this purpose.

Among the information William Blair considered was Met-Pro’s audited net sales, its internal financial projections of its net sales, EBITDA and its earnings per share (commonly referred to as EPS) for the latest twelve months (commonly referred to as LTM) ended March 31, 2013 and for the calendar year ending December 31, 2013. For each selected public company, William Blair considered its enterprise value (defined as the company’s market capitalization calculated on a fully-diluted basis as of April 19, 2013 plus preferred equity and total debt, less cash and cash equivalents) as a multiple of net sales, and adjusted EBITDA and stock price of common equity as a multiple of EPS for each company for the LTM period for which results were publicly available and for the estimates for calendar year ending December 31, 2013. These multiples are commonly used by professionals in connection with financial analysis of companies that operate in the pollution control technologies, fluid handling, and/or filtration technologies industries. The operating results and the corresponding multiples derived for each of the selected public companies were based on each company’s most recent available publicly disclosed financial information, closing share prices as of April 19, 2013, and consensus Bloomberg estimates for the LTM and calendar year 2013. William Blair similarly adjusted the historical results of the selected public companies, where appropriate and publicly disclosed, to eliminate the impact of non-recurring items included in their financial information. In addition, given that Met-Pro has a January 31st fiscal year-end, William Blair normalized Met-Pro’s financial results for a calendar year-end solely for purposes of comparability with the selected public companies. William Blair did not have access to internal forecasts for any of the selected public companies other than Met-Pro and CECO. The group of selected publicly traded companies reviewed is listed below:

•

Calgon Carbon Corporation

•

Donaldson Company, Inc.

•

Fuel-Tech, Inc.

•

PMFG, Inc.

•

Tri-Tech Holdings, Inc.

•

Colfax Corporation

•

Flowserve Corp.

•

Franklin Electric Co., Inc.

•

Gorman-Rupp Co.

•

Graco Inc.

•

IDEX Corporation

•

KSB Aktiengesellschaft

•

Pentair Ltd.

•

Sulzer, Ltd.

•

The Weir Group PLC

•

CLARCOR Inc.

•

Hawkins Inc.

•

Nederman Holding AB

•

Pall Corporation

•

Polypore International Inc.

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William Blair then derived the multiples implied for Met-Pro based on the terms of the Mergers and compared these multiples to the range of trading multiples for the selected public companies. Information regarding the multiples from William Blair’s analysis of selected publicly traded companies is set forth in the following table:

Implied
by the

Mergers

Selected Public Company
Valuation Multiples

Multiple

Minimum

Mean

Median

Maximum

Enterprise Value/LTM Net Sales

1.62x

0.37x

1.75x

1.70x

3.45x

Enterprise Value/CY2013E Net Sales

1.51x

0.35x

1.73x

1.61x

3.18x

Enterprise Value/LTM Adj. EBITDA

11.8x

1.7x

10.8x

10.6x

22.5x

Enterprise Value/CY2013E Adj. EBITDA

9.7x

3.8x

10.6x

10.4x

24.1x

Equity Value/LTM Adj. EPS

23.4x

11.2x

19.9x

18.3x

34.9x

Equity Value/CY2013E Adj. EPS

19.6x

10.2x

17.8x

18.6x

28.4x

Although William Blair compared the trading multiples of the selected public companies to those implied for Met-Pro, none of the selected public companies is identical or directly comparable to Met-Pro. Accordingly, any analysis of the selected publicly-traded companies necessarily would involve complex considerations and judgments concerning the differences in financial and operating characteristics and other factors that would necessarily affect the analysis of trading multiples of the selected publicly traded companies.

While the selected public company analysis is one of the factors used in determining the fairness of the Merger Consideration to be received, William Blair did not consider the selected public company analysis alone in making its final assessment of fairness. Instead, it was considered in conjunction with the other analyses described in this joint proxy statement/prospectus, all of which were carefully considered in William Blair’s assessment and no particular analysis was given any greater or lesser weight or significance relative to the other analyses. William Blair believes that considering the selected public company analysis individually, without considering all of William Blair’s analyses as a whole, would create an incomplete view of the process underlying its opinion.

Selected Mergers & Acquisitions Transactions Analysis. William Blair performed an analysis of 14 selected business combinations completed since 2008. The purpose of this analysis was to provide an overview of the consideration paid by acquirers in recent transactions involving the acquisition of companies within Met-Pro’s industry. William Blair’s analysis was based solely on publicly available information regarding such transactions. The selected transactions were not intended to be representative of the entire range of possible transactions in the pollution control technologies, fluid handling, and/or filtration technologies industries because complete information relating to such entire range of transactions is not always publicly available. While none of the companies that participated in the selected transactions are identical or directly comparable to Met-Pro, William Blair, using its professional judgment and experience, deemed such transactions relevant after analyzing them in connection with certain criteria that William Blair considered to be appropriate in light of the applicable facts and circumstances. Such criteria included, but was not limited to, the fact that the selected transactions involved companies that operate in the pollution control technologies, fluid handling, and/or filtration technologies industries, and the respective enterprise values of the target companies in excess of $75 million in transactions with target companies that William Blair considered similar to the business model, financial profile and product mix of Met-Pro. No specific numeric or other similar criteria were used to select the selected transactions, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. As a result, a transaction involving the acquisition of a significantly larger or smaller company operating in a line of business and under business and financial conditions similar, in whole or in part, to Met-Pro’s may have been included, while a transaction involving the acquisition of a similarly sized company with less similar lines of business and operating under different business and financial conditions may have been excluded. The transactions examined were (identified by target/acquirer and month and year of announcement):

•

Gardner Denver Inc./Kohlberg Kravis Roberts & Co. (March 2013);

•

Tyco Flow Control International Ltd./Pentair Ltd. (September 2012);

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•

Robbins & Myers Inc./National Oilwell Varco, Inc. (August 2012);

•

MAAG Pump Systems Textron A.G./Pump Solutions Group (February 2012);

•

Hamworthy plc/Wartsila Technology Oy Ab (November 2011);

•

Robuschi & C. S.p.A./Gardner Denver S.r.l. (October 2011);

•

Lawrence Pumps, Inc./Flowserve Corp. (October 2011)

•

Clyde Pumps Ltd./SPX Corporation (August 2011);

•

Nalco Holding Co./Ecolab Inc. (July 2011);

•

Cardo Flow Solutions/Sulzer, Ltd. (April 2011);

•

Alcatel-Lucent’s Vacuum Technology business/Pfeiffer Vacuum Technology AG (November 2010);

•

Goodwin Pumps of America Inc./ITT Corporation (June 2010);

•

Western Filter Corporation/Donaldson Company, Inc. (October 2008); and

•

Richter Chemie-Technik/IDEX Corporation (October 2008).

William Blair reviewed the consideration paid in the selected transactions in terms of the enterprise value of the target in these transactions as a multiple of net sales and adjusted EBITDA of the target for the LTM prior to the announcement of the applicable transaction. These multiples are commonly used by professionals in connection with financial analysis of transactions similar to the Mergers involving target companies that operate in the pollution control technologies, fluid handling, and/or filtration technologies industries. William Blair compared the resulting ranges of transaction multiples of net sales and adjusted EBITDA for the selected transactions to the implied transaction multiples for Met-Pro derived using March 31, 2013 LTM net sales and adjusted EBITDA based on the Merger Consideration in the Mergers. William Blair similarly adjusted the historical results of the acquired companies, where appropriate and publicly disclosed, to eliminate the impact of non-recurring items included in their financial information.

Implied
by the
Mergers

Selected Transaction Valuation Multiples

Multiple

Minimum

Mean

Median

Maximum

Enterprise Value/LTM Net sales

1.62x

0.74x

1.93x

1.86x

2.90x

Enterprise Value/LTM Adj. EBITDA

11.8x

5.0x

10.8x

11.1x

16.2x

Although William Blair analyzed the multiples implied by the selected transactions and compared them to the implied transaction multiples of Met-Pro, none of these transactions or associated companies is identical to the Mergers or Met-Pro. Accordingly, any analysis of the selected transactions necessarily would involve complex considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would necessarily affect the implied value of Met-Pro in the Mergers versus the values of the companies in the selected transactions.

While the selected transactions analysis is one of the factors used in determining the fairness of the Merger Consideration to be received, William Blair did not consider the selected transactions analysis alone in making its final assessment of fairness. Instead, it was considered in conjunction with the other analyses described in this joint proxy statement/prospectus, all of which were carefully considered in William Blair’s assessment and no particular analysis was given any greater or lesser weight or significance relative to the other analyses. William Blair believes that considering the selected transactions analysis individually, without considering all of William Blair’s analyses as a whole, would create an incomplete view of the process underlying its opinion.

Discounted Cash Flow Analysis. William Blair utilized information included in the Met-Pro Projected Financial Information to perform a discounted cash flow analysis of the projected future cash flows of Met-Pro for the period commencing January 31, 2013 and ending January 31, 2018. The purpose of this analysis was to calculate the estimated present value of the unlevered, after tax free cash flows of Met-Pro. Using discounted

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for the period commencing January 31, 2013 and ending January 31, 2018. The purpose of this analysis was to calculate the estimated present value of the unlevered, after tax free cash flows of Met-Pro. Using discounted cash flow methodology, William Blair calculated the present values of the projected free cash flows for Met-Pro. In this analysis the unlevered, after-tax free cash flows for Met-Pro were defined as operating income less taxes, capital expenditures and changes in net working capital. William Blair calculated the assumed terminal value of Met-Pro by (i) multiplying projected adjusted EBITDA in the fiscal year ending January 31, 2018 by multiples ranging from 8.0x to 11.0x and (ii) utilizing perpetuity growth rates ranging from 2% to 5% of cash flow for the future periods after the fiscal year ended January 31, 2018. William Blair noted that the assumed terminal EBITDA exit multiple range was based on the multiples implied by the Mergers, the range of multiples from the selected public company trading analysis, and the range of multiples from the selected mergers and acquisitions transactions analysis shown above. William Blair selected the range of perpetuity growth rates based on Met-Pro’s forecasted free cash flows. To discount the projected free cash flows and assumed terminal value to present value, William Blair used discount rates ranging from 12.5% to 16.5%. The discount rates were selected by William Blair based on Met-Pro’s weighted average cost of capital analysis applying the capital asset pricing model. William Blair aggregated (i) the present value of the free cash flows over the applicable forecast period with (ii) the present value of the range of terminal values. The aggregate present value of these items represented the enterprise value range. William Blair then derived a range of fully-diluted equity values per share by subtracting the net debt of Met-Pro from the resulting enterprise value range and dividing the resulting equity value by the total fully-diluted shares of Met-Pro outstanding as of January 31, 2013. This analysis indicated an implied per share equity reference range of $8.81 to $17.06, based on a range of terminal values derived by multiples of adjusted EBITDA and perpetuity growth rates, as compared to the Merger Consideration.

While the discounted cash flow analysis is one of the factors used in determining the fairness of the Merger Consideration to be received, William Blair did not consider the discounted cash flow analysis alone in making its final assessment of fairness. Instead, it was considered in conjunction with the other analyses described in this joint proxy statement/prospectus, all of which were carefully considered in William Blair’s assessment and no particular analysis was given any greater or lesser weight or significance relative to the other analyses. William Blair believes that considering the discounted cash flow analysis individually, without considering all of William Blair’s analyses as a whole, would create an incomplete view of the process underlying its opinion.

Leveraged Acquisition Analysis. Based on the projected financial information provided by the senior management of Met-Pro for the period commencing January 31, 2013 and ending January 31, 2018, William Blair performed a leveraged acquisition analysis to determine, based on Met-Pro’s ability to service a given level of debt using its projected future earnings stream and corresponding cash flows, an estimate of a theoretical purchase price that could be paid by a hypothetical financial sponsor in an acquisition of Met-Pro, assuming such transaction was financed on customary market terms and assuming that such financial buyer will seek to realize a return on its investment in 2018. Estimated exit values were calculated by multiplying projected adjusted EBITDA in the fiscal year ending January 31, 2018 by multiples ranging from 8.0x to 11.0x, which exit value multiples were determined based on William Blair’s experience and professional judgment from the multiples implied by the Mergers, the range of multiples from the selected public company trading analysis and the range of multiples from the selected mergers and acquisitions transactions analysis shown above. William Blair then derived a range of theoretical purchase prices based on assumed required internal rates of return for a buyer between 22.5% and 27.5%, which range of percentages was, in William Blair’s professional judgment, generally reflective of the range of required internal rates of return commonly assumed when performing a leveraged acquisition analysis of this type. This analysis indicated an implied per share equity reference range of $10.70 to $13.61 as compared to the Merger Consideration.

While the leveraged acquisition analysis is one of the factors used in determining the fairness of the Merger Consideration to be received, William Blair did not consider the leveraged acquisition analysis alone in making its final assessment of fairness. Instead, it was considered in conjunction with the other analyses described in this joint proxy statement/prospectus, all of which were carefully considered in William Blair’s assessment and no particular analysis was given any greater or lesser weight or significance relative to the other analyses. William

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Blair believes that considering the leveraged acquisition analysis individually, without considering all of William Blair’s analyses as a whole, would create an incomplete view of the process underlying its opinion.

Premiums Paid Analysis. William Blair reviewed data from 223 acquisitions of publicly traded domestic companies announced since January 1, 2008 and with equity values between $50 million and $300 million in which 100% of the target’s equity was acquired.

The purpose of this analysis was to provide an overview of the premiums paid by acquirers—that is, the amount by which the per-share consideration exceeded the target’s pre-announcement share price—in other recent transactions. Using its professional judgment and experience and pursuant to industry standards, William Blair chose this measurement for analysis to compare the premium represented by the Merger Consideration relative to premiums paid in change of control transactions generally. None of these transactions or associated companies is identical or directly comparable to the Mergers or Met-Pro. Accordingly, any analysis of the selected transactions necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would necessarily affect the implied value of Met-Pro in the Mergers versus the values of the companies in the selected transactions. Specifically, William Blair analyzed the acquisition price per share as a premium to the closing share price one day, one week, one month, 90 days and 180 days prior to the announcement of the transaction, for all 223 transactions. William Blair compared the range of resulting per share stock price premiums for the reviewed transactions to the premiums implied by the Mergers based on Met-Pro’s common stock price one day, one week, one month, 90 days and 180 days prior to an assumed announcement date of the Mergers of April 19, 2013. Information regarding the premiums from William Blair’s analysis of these selected transactions is set forth in the following table:


Premiums Period before Announcement	Implied Premium per Share in the Mergers			Premiums Paid Percentage Data by Percentile
Premiums Period before Announcement	Implied Premium per Share in the Mergers			10th			20th			30th			40th			50th			60th			70th			80th			90th
1 Day		43.2	%		9.2	%		16.9	%		27.5	%		35.1	%		42.8	%		52.6	%		64.7	%		85.0	%		106.2	%
1 Week		37.1	%		11.7	%		20.5	%		28.8	%		36.5	%		43.2	%		54.8	%		70.5	%		88.8	%		115.4	%
1 Month		32.9	%		12.2	%		24.4	%		31.0	%		37.4	%		45.2	%		59.9	%		75.1	%		90.5	%		128.4	%
90 Days		37.2	%		6.9	%		22.5	%		34.4	%		43.1	%		51.3	%		62.0	%		74.8	%		89.3	%		129.6	%
180 Days		54.0	%		(5.3	)%		14.8	%		25.9	%		40.3	%		51.7	%		60.5	%		76.0	%		94.1	%		122.0	%

While the premiums paid analysis is one of the factors used in determining the fairness of the Merger Consideration to be received, William Blair did not consider the premiums paid analyses alone in making its final assessment of fairness. Instead, they were considered in conjunction with the other analyses described in this joint proxy statement/prospectus, all of which were carefully considered in William Blair’s assessment and no particular analysis was given any greater or lesser weight or significance relative to the other analyses. William Blair believes that considering the premiums paid analysis individually, without considering all of William Blair’s analyses as a whole, would create an incomplete view of the process underlying its opinion.

General. This summary is not a complete description of the analysis performed by William Blair but contains the material elements of the analysis. The preparation of an opinion regarding fairness is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. The preparation of an opinion regarding fairness does not involve a mathematical evaluation or weighing of the results of the individual analyses performed, but requires William Blair to exercise its professional judgment, based on its experience and expertise, in considering a wide variety of analyses taken as a whole. Each of the analyses conducted by William Blair was carried out in order to provide a different perspective on the financial terms of the Mergers and add to the total mix of information available. The analyses were prepared solely for the purpose of William Blair

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providing its opinion to the Met-Pro board of directors and do not purport to be appraisals or necessarily reflect the prices at which securities actually may be sold. William Blair did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion about the fairness to the holders of Met-Pro common stock (other than Met-Pro, its subsidiaries, CECO, Merger Sub and Merger Sub II) of the consideration to be received by those shareholders in the First Merger pursuant to the Merger Agreement. Rather, in reaching its conclusion, William Blair considered the results of the analyses in light of each other and ultimately reached its opinion based on the results of all analyses taken as a whole. William Blair did not place particular reliance or weight on any particular analysis, but instead concluded that its analyses, taken as a whole, supported its determination. Accordingly, notwithstanding the separate factors summarized above, William Blair believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, may create an incomplete view of the evaluation process underlying its opinion. No company or transaction used in the above analyses as a comparison is identical or directly comparable to Met-Pro, CECO or the Mergers. In performing its analyses, William Blair made numerous assumptions with respect to industry performance, business and economic conditions and other matters. The analyses performed by William Blair are not indicative of future actual values and future results, which may be significantly more or less favorable than suggested by such analyses.

William Blair has been engaged in the investment banking business since 1935. William Blair continually undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations, estate and gift tax valuations and similar transactions. In the ordinary course of its business, William Blair may from time to time trade the publicly held securities of Met-Pro or CECO for its own account and for the accounts of its customers, and accordingly may at any time hold a long or short position in such securities. William Blair was familiar with Met-Pro, having provided certain investment banking services to Met-Pro, including a review of strategic alternatives in 2010, and the Met-Pro board of directors engaged William Blair based on its qualifications and expertise in providing financial advice to companies, its experience in the industries in which Met-Pro operates, and its reputation as a nationally recognized investment banking firm. William Blair acted as the investment banker to the Met-Pro board of directors in connection with the Mergers. During the past two years, Met-Pro has paid William Blair for its services in connection therewith a retainer fee of $100,000 upon execution of its engagement letter and a $500,000 fee upon delivery of William Blair’s opinion, and has agreed to pay William Blair a transaction fee of approximately $2.8 million (net of the retainer fee and the fee for delivery of its opinion previously paid) contingent upon successful completion of the Mergers. Met-Pro also has agreed to reimburse William Blair for its expenses and to indemnify William Blair against certain liabilities arising out of its engagement. As of the date of this joint proxy statement/prospectus, William Blair does not have any current engagement with CECO, and no future engagement between William Blair and CECO is currently contemplated.

CECO’s Reasons for the Mergers

Throughout CECO’s history, CECO has focused on acquisitions as a core part of its strategy, and developed a set of evaluation criteria which it has used and intends to continue to use to evaluate potential opportunities.

As a part of this strategy, CECO’s management and the board of directors determined that Met-Pro met CECO’s criteria for potential acquisitions, and identified Met-Pro as an attractive potential acquisition candidate. CECO entered into a confidentiality agreement letter with Met-Pro in April 2012 for the purpose of conducting due diligence on Met-Pro and evaluating a potential transaction.

From time to time from the initial merger discussions between CECO and Met-Pro in April 2012 until the Merger Agreement was executed on April 21, 2013, the CECO board of directors worked with CECO management to develop various strategies and approaches to the potential business combination with Met-Pro, including the approval of what became the terms of the Merger Agreement.

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In approving the Merger Agreement and the Mergers, CECO’s board of directors consulted with CECO’s management, as well as with CECO’s legal and financial advisors, and considered, among other things, the following material factors:

•

the financial condition, results of operations and businesses of each of CECO and Met-Pro (on both a historical and prospective basis);

•

the future prospects of each of CECO and Met-Pro and the other alternatives available to CECO on a stand-alone basis;

•

the existing competitive and market positions of each of CECO and Met-Pro, including the nature of the industries in which they operate;

•

current industry, economic and market conditions and historical market prices;

•

the expectancy that the Mergers will expand CECO’s product offerings, giving CECO an enhanced ability to deploy and manage new technologies and strengthen its relationships with significant customers;

•

the prospect that the Mergers will diversify CECO’s revenue and cash flow streams across new business lines and geographies;

•

that the Mergers are anticipated to provide meaningful cost synergies by consolidating public company, administrative and other costs, estimated at $9 million and estimated accretion of earnings per share during 2014 in an amount estimated between 11.5% and 33.1%;

•

the prior experience of CECO’s management in successfully integrating acquired companies;

•

presentations by, and discussions with, senior management of CECO and representatives of CECO’s financial and legal advisors regarding the Mergers and the other transactions contemplated by the Merger Agreement;

•

the favorable financing terms contemplated by the Commitment Letter compared to other financing alternatives considered by CECO;

•

the proposed financial and legal terms and conditions of the Merger Agreement and the Commitment Letter;

•

the opinion of Jefferies, delivered April 21, 2013, to the CECO board of directors to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth therein, the aggregate Merger Consideration to be paid by CECO pursuant to the Merger Agreement was fair, from a financial point of view, to CECO, as more fully described in “—Opinion of Financial Advisor to CECO” beginning on page 70. CECO advised Jefferies that the Mergers will constitute an integrated plan that will qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Code or, if the Mergers do not qualify as a reorganization, that the First Merger and the Second Merger will be treated as separate transactions for federal income tax purposes. CECO so advised Jefferies because the material tax implications to CECO and Met-Pro (as opposed to Met-Pro shareholders) should be the same in either scenario; and

•

the willingness of three of CECO’s significant stockholders to enter into the Voting Agreement and Lock-Up Agreements in connection with the transactions contemplated by the Merger Agreement.

CECO’s board of directors also considered, among other things, the following risks:

•

the fact that the issuance of additional shares of CECO common stock as a portion of the Merger Consideration and the other transactions contemplated by the Merger Agreement will dilute the ownership of CECO’s existing stockholders;

•

the challenges of combining the businesses of the two companies and the attendant risks of not achieving the expected strategic benefits and cost savings, other financial and operating benefits or

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improvement in earnings, and of diverting management focus and resources from other strategic opportunities and from operational matters for an extended period of time;

•

the regulatory and litigation risks associated with the Mergers and combining the two companies;

•

that there are risks associated with obtaining necessary approvals (including the required approvals of CECO stockholders and Met-Pro shareholders) on terms that satisfy closing conditions to the respective parties’ obligations to complete the Mergers, and, as a result of certain conditions to the completion of the Mergers, it is possible that the Mergers may not be completed;

•

the perception of investors and the potential impact on the trading price of shares of CECO common stock;

•

the ability to finalize and consummate the financing arrangements contemplated by the Commitment Letter on terms satisfactory to CECO;

•

that the financing contemplated by the Commitment Letter, if consummated, would result in increased leverage and borrowing costs for CECO following the consummation of the Mergers and the other transactions contemplated by the Merger Agreement; and

•

the terms and conditions of the Merger Agreement, which include certain restrictions on the conduct of CECO’s business pending the closing of the Mergers.

The full text of the written opinion of Jefferies is attached hereto as Annex F. CECO encourages you to read the opinion carefully and in its entirety.

Opinion of Financial Advisor to CECO

CECO retained Jefferies to provide the board of directors of CECO with financial advisory services in connection with the First Merger and an opinion as to the fairness to CECO of the aggregate Merger Consideration to be paid by CECO in connection with a possible merger, sale or other strategic business combination with Met-Pro. At the meeting of the board of directors of CECO on April 21, 2013, Jefferies rendered its opinion to the board of directors of CECO to the effect that, as of April 21, 2013, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth therein, the aggregate Merger Consideration to be paid by CECO pursuant to the Merger Agreement was fair, from a financial point of view, to CECO.

The full text of the written opinion of Jefferies, dated as of April 21, 2013, is attached hereto as Annex F. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. CECO encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was directed to the board of directors of CECO and addresses only the fairness, from a financial point of view, of the aggregate consideration to be paid by CECO pursuant to the Merger Agreement as of the date of the opinion. It does not address any other aspects of the Mergers and does not constitute a recommendation as to how any holder of shares of CECO Common Stock should vote with respect to the issuance of CECO Common Stock in the First Merger or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

•

reviewed a draft dated April 21, 2013 of the Merger Agreement;

•

reviewed certain publicly available financial and other information about Met-Pro and CECO;

•

reviewed certain information furnished to Jefferies by Met-Pro’s management, including financial forecasts and analyses, relating to the business, operations and prospects of Met-Pro (the “Met-Pro Forecasts”);

•

reviewed certain information furnished to Jefferies by CECO’s management, including financial forecasts and analyses, relating to the business, operations and prospects of CECO (the “CECO Forecasts”);

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•

held discussions with members of senior management of Met-Pro concerning the matters described in the second and third bullet points above and with members of senior management of CECO concerning the matters described in the prior three bullet points;

•

reviewed the share trading price history and valuation multiples for Met-Pro Common Stock and CECO Common Stock and compared them with those of certain publicly traded companies that Jefferies deemed relevant;

•

compared the proposed financial terms of the First Merger with the financial terms of certain other transactions that Jefferies deemed relevant;

•

considered the potential pro forma impact of the First Merger; and

•

conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Met-Pro and CECO to Jefferies or that was publicly available (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. In its review, Jefferies relied on assurances of the managements of Met-Pro and CECO that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Met-Pro or CECO. Jefferies was not furnished with any such evaluations or appraisals and did not assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies’ opinion noted that projecting future results of any company is inherently subject to uncertainty. With respect to the Met-Pro Forecasts, Met-Pro informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Met-Pro as to the future financial performance of Met-Pro. With respect to the CECO Forecasts, CECO informed Jefferies, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of CECO as to the future financial performance of CECO. Jefferies expressed no opinion as to the Met-Pro Forecasts or the CECO Forecasts or the respective assumptions on which they were made.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal, accounting or tax matters affecting Met-Pro or CECO, and Jefferies assumed the correctness in all respects material to Jefferies’ analysis of all legal, accounting and tax advice given to CECO and the board of directors of CECO, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to CECO. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to CECO. CECO advised Jefferies that the Mergers will constitute an integrated plan that will qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Code or, if the Mergers do not qualify as a reorganization, that the First Merger and the Second Merger will be treated as separate transactions for federal income tax purposes. In rendering its opinion, Jefferies assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by it. Jefferies also assumed that in the

course of obtaining the necessary regulatory or third party approvals, consents and releases for the Mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Met-Pro, CECO or the contemplated benefits of the Mergers.

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Jefferies’ opinion was for the use and benefit of the board of directors of CECO in its consideration of the First Merger, and Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to CECO, nor did it address the underlying business decision by CECO to engage in the First Merger or the terms of the Merger Agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any holder of shares of CECO Common Stock should vote with respect to the issuance of CECO Common Stock in the First Merger or any matter relating thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of CECO. Jefferies expressed no opinion as to the price at which shares of CECO Common Stock will trade at any time. Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of the officers, directors or employees, or any class of such persons, of CECO or Met-Pro in connection with the First Merger relative to the Merger Consideration or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies’ view of Met-Pro’s actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond CECO’s, Met-Pro’s and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per share value of shares of Met-Pro Common Stock and CECO Common Stock do not purport to be appraisals or to reflect the prices at which shares of Met-Pro Common Stock or CECO Common Stock may actually be sold. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point of view, of the aggregate Merger Consideration to be paid by CECO pursuant to the Merger Agreement, and were provided to the board of directors of CECO in connection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and that were presented to the board of directors of CECO on April 21, 2013. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses.

Transaction Overview

Based upon the approximately 15.07 million shares of Met-Pro Common Stock that were outstanding as of April 19, 2013 on a fully diluted basis (calculated using the treasury stock method), Jefferies noted that the

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aggregate Merger Consideration implied an equity value of approximately $207.3 million. After adding approximately $2.6 million of indebtedness and subtracting approximately $35.2 million of cash and cash equivalents, in each case, as of March 31, 2013, Jefferies noted that the implied value of the Merger Consideration of $13.75 per share of Met-Pro Common Stock implied an enterprise value of approximately $174.7 million. Jefferies also noted that the Merger Consideration represented a premium of:

•

43.2% over the closing price per share of Met-Pro Common Stock on April 19, 2013 of $9.60,

•

25.0% over the highest closing trading price per share of Met-Pro Common Stock during the 52-week period ending April 19, 2013 of $11.00,

•

65.7% over the lowest closing trading price per share of Met-Pro Common Stock during the 52-week period ending April 19, 2013 of $8.30,

•

46.3% over the closing price per share of Met-Pro Common Stock one trading day prior to April 19, 2013 of $9.40,

•

37.1% over the closing price per share of Met-Pro Common Stock one week prior to April 19, 2013 of $10.03,

•

32.9% over the closing price per share of Met-Pro Common Stock one month prior to April 19, 2013 of $10.35, and

•

41.2% over the volume weighted average price per share of Met-Pro Common Stock for the 15-trading day period ending April 19, 2013 of $9.74.

Met-Pro Analysis

Selected Comparable Company Analysis

Using publicly available information and information provided by Met-Pro’s management, Jefferies analyzed the trading multiples of Met-Pro and the corresponding trading multiples of the following companies in the filtration and pollution control industry, which are referred to below as the “Selected Filtration and Pollution Control Companies”, and the pump and fluid handling industry, which are referred to below as the “Selected Pump and Fluid Handling Companies”, as of April 19, 2013. The Selected Filtration and Pollution Control Companies and the Selected Pump and Fluid Handling Companies are referred to collectively as the “Selected Comparable Companies”.

Selected Filtration and Pollution Control Companies

•

Calgon Carbon Corporation,

•

CLARCOR Inc.,

•

Donaldson Company, Inc.,

•

Fuel Tech, Inc.,

•

Global Power Equipment Group Inc.,

•

PMFG, Inc., and

•

The Babcock & Wilcox Company.

Selected Pump and Fluid Handling Companies

•

Colfax Corporation,

•

Flowserve Corporation,

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•

Franklin Electric Co., Inc.,

•

Graco Inc.,

•

IDEX Corporation,

•

The Gorman-Rupp Company, and

•

Xylem Inc.

Although no company utilized in the comparable company analysis is identical to Met-Pro, Jefferies, using its professional judgment and experience, determined that such companies were the most appropriate for purposes of this analysis based on certain criteria that Jefferies considered to be appropriate in light of the applicable facts and circumstances. Such criteria included, but was not limited to, the fact that, like Met-Pro, the other companies were companies that operate in the filtration and pollution control or the pump and fluid handling industries and were publicly traded, and certain of their operating and financial characteristics that Jefferies considered were similar to the operating and financial characteristics of Met-Pro. While there may have been other companies that operate in similar industries to Met-Pro or have a similar line of business or similar financial or operating characteristics to Met-Pro, Jefferies did not specifically identify any other companies for this purpose. In addition, in evaluating the Selected Comparable Companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Met-Pro’s, CECO’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable company data.

In its analysis, Jefferies derived and compared multiples for Met-Pro and the Selected Comparable Companies, calculated as follows:

•

the enterprise value divided by EBITDA, adjusted to exclude stock-based compensation when such information was available, or Adjusted EBITDA, for the LTM, referred to below as “Enterprise Value/LTM Adjusted EBITDA”, and

•

the enterprise value divided by estimated Adjusted EBITDA for calendar year 2013, or 2013E Adjusted EBITDA, referred to below as “Enterprise Value/2013E Adjusted EBITDA.”

This analysis indicated the following:

Selected Filtration and Pollution Company Multiples

Benchmark

High

Low

Median

Enterprise Value/LTM Adjusted EBITDA

12.4x

5.7x

10.5x

Enterprise Value/2013E Adjusted EBITDA

11.3x

4.2x

8.3x

Selected Pump and Fluid Handling Company Multiples

Benchmark

High

Low

Median

Enterprise Value/LTM Adjusted EBITDA

14.2x

8.9x

10.5x

Enterprise Value/2013E Adjusted EBITDA

11.6x

8.6x

10.1x

Selected Comparable Company—Overall Median


Benchmark	Overall Median
Enterprise Value/LTM Adjusted EBITDA		10.5x
Enterprise Value/2013E Adjusted EBITDA		9.8x

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Using the reference ranges for the benchmarks set forth below and Met-Pro’s LTM Adjusted EBITDA as of January 31, 2013 and 2013E Adjusted EBITDA, Jefferies determined implied enterprise values for Met-Pro, then subtracted indebtedness and added cash and cash equivalents to determine an implied equity value. After accounting for the vesting of in-the-money stock options (using the treasury stock method), this analysis indicated the ranges of implied values per share of Met-Pro Common Stock, on a fully diluted basis, set forth opposite the relevant benchmarks below, compared, in each case, to the implied value of the Merger Consideration of $13.75 per share of Met-Pro Common Stock:

Selected Comparable Company Reference Ranges and

Implied Price Ranges


Benchmark	Reference Range		Implied Price Range
Enterprise Value/LTM Adjusted EBITDA		10.0x - 11.0x	$	12.69 - $13.67
Enterprise Value/2013E Adjusted EBITDA		8.5x - 10.0x	$	12.68 - $14.39

Selected Comparable Transactions Analysis

Using publicly available information and other information, Jefferies examined the following eight transactions announced since March 2007 involving companies in the filtration and pollution control industry and the pump and fluid handling industry. The transactions considered and the month and year each transaction was announced were as follows:


Date Announced	Acquiror	Target
June 2012	Cabot Corporation	Norit N.V.
March 2012	Insight Equity Holdings LLC	Flanders Corporation
November 2011	Wartsila Corporation	Hamworthy PLC
October 2011	Flowserve Corporation	Lawrence Pumps, Inc.
October 2009	Toromont Industries Ltd.	Enerflex Systems Income Fund
October 2007	CLARCOR Inc.	Perry Equipment Corporation
June 2007	The Weir Group PLC	SPM Flow Control, Inc.
March 2007	Alstom S.A.	Power Systems Mfg., LLC

While no transaction utilized as a comparison in the comparable transactions analysis is identical to the First Merger, Jefferies, using its professional judgment and experience, deemed such transactions relevant after analyzing them in connection with certain criteria that Jefferies considered to be appropriate in light of the applicable facts and circumstances. Such criteria included, but was not limited to, the fact that the selected transactions involved companies that operate in the filtration and pollution control or the pump and fluid handling industries, and the respective enterprise values of the target companies in excess of approximately $90 million in transactions with target companies that Jefferies considered similar to the business model, financial profile and product mix of Met-Pro. No specific numeric or other similar criteria were used to select the selected transactions, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. As a result, a transaction involving the acquisition of a significantly larger or smaller company operating in a line of business and under business and financial conditions similar, in whole or in part, to Met-Pro’s may have been included, while a transaction involving the acquisition of a similarly sized company with less similar lines of business and operating under different business and financial conditions may have been excluded. In addition, in evaluating the First Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond Met-Pro’s, CECO’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable transaction data.

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Using publicly available estimates and other information for each of these transactions, Jefferies reviewed the target company’s Enterprise Value/LTM Adjusted EBITDA multiple as of the announcement date of such transaction.

This analysis indicated the following:

Selected Comparable Transactions Multiples

Benchmark

High

Low

75^th Percentile

Median

25^th Percentile

Enterprise Value/LTM Adjusted EBITDA

16.6x

8.6x

14.3x

11.9x

10.7x

Using a reference range of 11.5x to 12.5x Met-Pro’s LTM Adjusted EBITDA as of January 31, 2013, Jefferies determined an implied enterprise value for Met-Pro, then subtracted indebtedness and added cash and cash equivalents to determine an implied equity value. After accounting for the vesting of in-the-money stock options (using the treasury stock method), this analysis indicated a range of implied values per share of Met-Pro Common Stock of approximately $14.15 to $15.13, compared to the implied value of the Merger Consideration of $13.75 per share of Met-Pro Common Stock.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the free cash flows of Met-Pro through the fiscal year ending January 31, 2018 using Met-Pro management’s financial projections, discount rates ranging from 16.25% to 17.25%, which were based on a weighted average cost of capital analysis of the Selected Comparable Companies and Met-Pro, and Adjusted EBITDA terminal value multiples ranging from 8.5x to 10.0x. To determine the implied total equity value for Met-Pro, Jefferies subtracted indebtedness from and added cash and cash equivalents to Met-Pro’s implied enterprise value. After accounting for the vesting of in-the-money stock options, this analysis indicated a range of implied values per share of Met-Pro Common Stock of approximately $13.49 to $15.26, compared to the implied value of the Merger Consideration of $13.75 per share of Met-Pro Common Stock.

In rendering its opinion, Jefferies also performed a premiums paid analysis and a historical trading analysis, which analyses were solely for informational purposes and were not part of its fairness determination.

Premiums Paid Analysis

Using publicly available information, Jefferies analyzed the premiums offered in selected merger and acquisition transactions announced since January 1, 2006. The transactions reviewed by Jefferies were limited to those transactions involving a U.S. public company target with a transaction value between $100 million and $500 million and excluded restructurings, repurchases, recapitalizations, issuer tender offers, spinoffs and transactions involving exchange traded funds, financial service firms and insurance companies.

For each of these transactions, Jefferies calculated the premium represented by the offer price over the target company’s closing share price one day, one week and one month prior to the transaction’s announcement. This analysis indicated the following premiums for those time periods prior to announcement:


Time Period Prior to Announcement	High Premium	Low Premium	75th Percentile Premium	Median Premium	25th Percentile Premium
1 day	390%	(55%)	43%	26%	10%
1 week	700%	(55%)	46%	27%	12%
1 month	399%	(53%)	46%	28%	13%
Overall Average	496%	(54%)	45%	27%	12%

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Using a reference range of the 25th percentile and 75th percentile premiums for each time period listed above, Jefferies performed a premiums paid analysis using the closing prices per share of Met-Pro Common Stock for the periods one day, one week and one month prior to April 19, 2013. This analysis indicated a range of implied value per share of Met-Pro Common Stock of approximately $10.38 to $15.13, compared to the implied value of the Merger Consideration of $13.75 per share of Met-Pro Common Stock.

Historical Trading Analysis

Jefferies reviewed the price trading history of shares of Met-Pro Common Stock for the three-year period ending April 19, 2013, separately and in relation to the Standard & Poor’s 500 Index and composite indices consisting of the Selected Filtration and Pollution Control Companies and the Selected Pump and Fluid Handling Companies. This analysis showed that during the three-year period ending April 19, 2013, the trading price of shares of Met-Pro Common Stock declined 4.5%, the Standard & Poor’s 500 Index rose 29.9%, the composite index consisting of the Selected Filtration and Pollution Control Companies rose 29.7%, and the composite index consisting of the Selected Pump and Fluid Handling Companies rose 41.6%.

CECO Analysis

Historical Trading Analysis

In its analysis, Jefferies reviewed the price trading history of shares of CECO Common Stock for the three-year period ending April 19, 2013, separately and in relation to the Standard & Poor’s 500 Index and a composite index consisting of the Selected Filtration and Pollution Companies.

This analysis showed that during the three-year period ending April 19, 2013, the trading price of shares of CECO Common Stock rose 103.7%, the Standard & Poor’s 500 Index rose 29.9% and the composite index consisting of the Selected Filtration and Pollution Control Companies rose 29.7%.

Operating and Trading Metrics

Using publicly available information and information provided by the management of CECO, Jefferies reviewed certain operating metrics of CECO and the corresponding operating metrics of the Selected Filtration and Pollution Control Companies as of April 19, 2013.

In its analysis, Jefferies derived and compared multiples for CECO and the Selected Filtration and Pollution Control Companies for Enterprise Value/LTM Adjusted EBITDA and Enterprise Value/2013E Adjusted EBITDA. To derive multiples for CECO, Jefferies used the CECO Forecasts. This analysis indicated the following:


Benchmark	High	Low	Median	CECO
Enterprise Value/LTM Adjusted EBITDA	12.4x	5.7x	10.5x	8.2x
Enterprise Value/2013E Adjusted EBITDA	11.3x	4.2x	8.3x	7.1x

No company utilized in the foregoing analysis is identical to CECO. In evaluating the Selected Filtration and Pollution Companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond CECO’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable company data.

Pro Forma Accretion/Dilution Analysis

Using publicly available information and information provided by the managements of Met-Pro and CECO, Jefferies reviewed the potential pro forma effect of the First Merger on CECO’s estimated earnings per share, or

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EPS, for calendar years 2013 and 2014, referred to as CY2013E and CY2014E, respectively, using the Met-Pro Forecasts and the CECO Forecasts (both including and excluding the effect of the estimated synergies and cost savings anticipated by CECO management to result from the First Merger, collectively referred to below as “Synergies”). Based on an illustrative transaction closing date of June 30, 2013, this analysis indicated that the First Merger could be accretive to CECO’s EPS for calendar years 2013 and 2014 as set forth in the table below.


	CY2013E including Synergies			CY2014E including Synergies			CY2013E excluding Synergies			CY2014E excluding Synergies
Accretion/(Dilution) to CECO EPS ($)	$	0.09		$	0.33		$	0.04		$	0.12
Accretion/(Dilution) to CECO EPS (%)		10.4	%		33.1	%		4.1	%		11.5	%

General

Jefferies’ opinion was one of many factors taken into consideration by the board of directors of CECO in making its determination to approve the First Merger and should not be considered determinative of the views of the board of directors of CECO or management of CECO with respect to the First Merger or the Merger Consideration.

Jefferies was selected by the board of directors of CECO based on Jefferies’ qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

Pursuant to an engagement agreement between CECO and Jefferies, dated December 10, 2012, CECO has agreed to pay Jefferies a fee in the amount of $2.75 million for its services, $500,000 of which was payable upon delivery of its opinion and the remainder of which is payable contingent upon the closing of the First Merger. CECO has agreed to reimburse Jefferies for expenses incurred. CECO also has agreed to indemnify Jefferies against liabilities arising out of or in connection with the services rendered and to be rendered by it under its engagement. Jefferies has not provided financial advisory or financing services to Met-Pro or CECO in the past, other than limited preliminary financial analysis for CECO for which Jefferies did not receive any compensation. Jefferies maintains a market in the securities of CECO, and in the ordinary course of business, Jefferies and its affiliates may trade or hold securities of Met-Pro or CECO and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to Met-Pro, CECO or entities that are affiliated with Met-Pro or CECO, for which it would expect to receive compensation.

Financial Projections

Neither Met-Pro nor CECO generally makes public internal projections as to future performance, revenues, earnings or other results, and each is especially cautious of making projections for extended periods into the future due to, among other reasons, the unpredictability of the underlying assumptions and estimates. However, in the course of the parties’ discussions regarding the proposed Mergers, Met-Pro’s and CECO’s management exchanged internal financial projections for their respective companies, which were provided to their respective boards of directors and financial advisors in connection with the directors’ consideration of, and the financial advisors’ financial analyses of, the proposed Mergers.

Set forth below are summaries of the material financial projections for the individual companies on a standalone basis that Met-Pro and CECO provided to their boards of directors and their financial advisors. Met-Pro and CECO are including these summaries in this joint proxy statement/prospectus solely to provide their respective shareholders and stockholders with access to certain prospective financial information

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concerning each company that was provided to the companies’ respective boards and financial advisors. The inclusion of this information should not be regarded as an indication that Met-Pro, CECO, their boards of directors, their financial advisors or any other recipient of this information considered, or now considers, such financial projections to be a reliable prediction of future results. Readers of this joint proxy statement/prospectus are, therefore, cautioned not to place undue, if any, reliance on the financial projections included herein.

Met-Pro’s and CECO’s respective financial projections were not prepared with a view toward public disclosure or compliance with U.S. GAAP, the published guidelines of the SEC regarding financial projections, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. Neither Marcum LLP nor BDO USA, LLP, Met-Pro’s and CECO’s respective independent registered public accounting firms, nor any other independent registered public accounting firm, have examined, compiled or performed any procedures with respect to the financial projections, and, accordingly, neither Marcum LLP nor BDO USA, LLP, nor any other public accounting firm, expresses an opinion or any other form of assurance with respect to such financial projections.

The financial projections were prepared by management of Met-Pro and CECO for internal use based on numerous estimates and assumptions with respect to, among other matters, industry performance, general business, economic, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Met-Pro’s and CECO’s control. The financial projections cover multiple years and such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the financial projections will prove accurate, that the projected results will be realized, or that actual results will not be significantly different than projected.

The financial projections were prepared by management of Met-Pro and CECO based on information they had at the time of preparation and do not take into account any conditions, circumstances or events occurring since that time, including the transactions contemplated by the Merger Agreement. There can be no assurance that had such projections been prepared either as of the date of the Merger Agreement or the date of this joint proxy statement/prospectus, similar estimates or assumptions would be used. Neither Met-Pro nor CECO has updated or revised, and except as required by law, neither intends to update or revise their respective financial projections to reflect any intervening conditions, circumstances or events or to reflect the occurrence of future events (including any failure of the Mergers to occur), even if any or all of the assumptions underlying the financial projections are no longer appropriate or accurate.

The summaries of the financial projections included herein are forward-looking statements subject to numerous risks and uncertainties that could cause the financial projections not to be achieved. Such factors include, but are not limited to, those described in the section entitled “Risk Factors” beginning on page 23 and the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 39. The financial projections should be read together with the financial statements included in this joint proxy statement/prospectus beginning on page 131 and the filings made by Met-Pro and CECO with the SEC.

Met-Pro Financial Projections


	Projected Financial Results for the FY Ending January 31
($ in millions)	2014E		2015P			2016P			2017P			2018P
Net Sales	$	116.4	$	125.2		$	135.2		$	144.6		$	154.8
Gross Profit	$	42.3	$	46.8		$	51.5		$	55.2		$	59.0
Operating Income	$	15.8	$	19.4		$	23.1		$	24.9		$	26.8
Income Before Taxes	$	15.9	$	19.5		$	23.3		$	25.1		$	27.0
Net Income	$	10.5	$	12.9		$	15.4		$	16.5		$	17.8

Adjusted EBITDA	$	18.3	$	21.8		$	25.5		$	27.3		$	29.2

CapEx	$	2.0	$	1.9		$	1.8		$	2.0		$	2.0
Change in NWC	$	1.8	$	(1.3	)	$	(1.9	)	$	(2.0	)	$	(2.1	)

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CECO Financial Projections


	Projected Financial Results for the FY Ending December 31
($ in millions)	2013E		2014P			2015P			2016P			2017P
Net Sales	$	201.6	$	221.8		$	239.5		$	258.7		$	279.5
Gross Profit	$	61.2	$	67.3		$	72.7		$	78.5		$	84.8
Operating Income	$	24.6	$	27.4		$	30.1		$	33.1		$	36.2
Income Before Taxes	$	24.5	$	27.5		$	30.3		$	33.3		$	36.5
Net Income	$	16.6	$	18.7		$	20.6		$	22.6		$	24.8

Adjusted EBITDA	$	28.4	$	31.5		$	34.6		$	37.9		$	41.4

CapEx	$	1.5	$	1.7		$	1.8		$	1.9		$	2.1
Change in NWC	$	1.0	$	(1.9	)	$	(3.7	)	$	(2.0	)	$	(2.1	)

Interests of Met-Pro Directors and Executive Officers in the Mergers

Met-Pro’s executive officers and directors have the following interests in the Mergers that are different from, or in addition to, the interests of Met-Pro’s shareholders:

•

the Met-Pro RSUs and Met-Pro Options and other rights held by these executive officers and directors will accelerate and be cashed out in connection with the First Merger, will be deducted from the cash consideration that would otherwise be paid to Met-Pro shareholders in the First Merger and, unlike the shares held by Met-Pro shareholders, will not be subject to the proration and reallocation procedures in the Merger Agreement in the event that the cash elections by the Met-Pro shareholders are oversubscribed, as described below in more detail in the section entitled “Met-Pro Shareholders Making Cash and Stock Elections—Proration and Reallocation Procedures” beginning on page 89;

•

the terms of the severance rights that apply to the executive officers providing for payments upon termination of employment after the Mergers in certain circumstances;

•

none of the Met-Pro directors will join the CECO board of directors following the closing of the Mergers, but it is expected that Raymond De Hont and Neal Murphy will join CECO following the closing of the Mergers;

•

continued indemnification to the fullest extent provided under applicable law for all liability as a director or officer of Met-Pro and directors’ and officers’ liability insurance for a term of six years following the Mergers; and

•

potential continued employment of the executive officers with CECO.

The members of the Met-Pro board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that Met-Pro shareholders approve the First Merger. Set forth below, is a further discussion of the foregoing interests.

Treatment of Equity Awards

Each of Met-Pro’s executive officers holds both vested and unvested Met-Pro Options. Each of Met-Pro’s directors holds both vested and unvested Met-Pro Options and Met-Pro RSUs. Upon the consummation of the First Merger, all unvested Met-Pro Options and Met-Pro RSUs will immediately vest, and all Met-Pro Options and Met-Pro RSUs will be cashed out at a per share price of $13.75 less, in the case of the Met-Pro Options, the exercise price, as described in more detail in the section entitled “The Merger Agreement—Treatment of Met-Pro Equity Awards” beginning on page 105. Based upon equity award holdings as of July 1, 2013, the aggregate number of Met-Pro Options held by the executive officers is 846,237, resulting in $2,974,153 of value to be received upon closing of the First Merger, and the aggregate number of Met-Pro Options and Met-Pro RSUs held by the directors is 209,311 and 11,150 , respectively, resulting in $920,661 of value to be received upon closing

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of the First Merger. The equity awards held by the Met-Pro executive officers and directors that will be cashed out in connection with the First Merger will be deducted from the cash consideration that would otherwise be paid to Met-Pro shareholders in the First Merger and, unlike the shares held by Met-Pro shareholders, will not be subject to the proration and reallocation procedures in the Merger Agreement in the event that the cash elections by the Met-Pro shareholders are oversubscribed, as described below in more detail in the section entitled “Met-Pro Shareholders Making Cash and Stock Elections—Proration and Reallocation Procedures” beginning on page 87. Upon the consummation of the First Merger, the Met-Pro directors and executive officers will be entitled to receive aggregate benefits and payments in connection with the Mergers with an approximate value of $7,682,170.

Merger-Related Compensation

Under Met-Pro’s FYE 2014 Management Incentive Plan, in the event of a “Change of Control” (as defined therein), the Company will make payment of the cash award payable to the applicable named executive under the Management Incentive Plan at target, on a pro-rata basis, based upon the closing date of the event giving rise to the Change of Control.

In December 2012, Met-Pro entered into amended key employee severance pay agreements that provide change of control and severance benefits to Messrs. De Hont and Murphy upon termination of the executive’s employment with Met-Pro. These severance agreements amended the prior agreements and provide that upon termination of the executive’s employment with Met-Pro without “cause” or by the executive for “good reason” (as such terms are defined in the agreements) within 18 months following a change of control, the following payments will be made:

•

severance in an amount equal to (i) in the case of Mr. De Hont, 200% of the sum of Mr. De Hont’s current annual base salary and his current annual target bonus amount and (ii) in the case of Mr. Murphy, 150% of the sum of Mr. Murphy’s current annual base salary and annual bonus amount (for Mr. Murphy, the annual bonus amount is the average of the annual bonus amount paid or due for the three most recently completed fiscal years, or, if less than three, the actual number of fiscal years completed, with January 31, 2013 deemed the first such fiscal year to be completed), payable in a lump sum in cash by Met-Pro (subject to the 6-month delay under Section 409A of the Code) within 30 days of the effective date of termination; and

•

reimbursement of the executive’s health and life insurance benefits costs under COBRA following such termination or resignation not exceed eighteen months (which reimbursement will be discontinued upon executive’s participation under a health and medical plan of another employer).

In addition, in April 2013, Met-Pro adopted a Severance Plan applicable to all of Met-Pro’s United States employees, including its named executive officers, other than Messrs. De Hont and Murphy. The Severance Plan is described in more detail in the section entitled “Met-Pro Proposal No. 2: Approval, by Non-Binding Advisory Vote, of the Merger-Related Payments That May Become Payable to Its Named Executive Officers” beginning on page 160.

Supplemental Executive Retirement Benefits

Certain of Met-Pro’s executive officers are presently covered under Met-Pro’s Non-Qualified Deferred Contribution Supplemental Executive Retirement Plan (the “SERP”), as described in more detail in the section entitled “Met-Pro Proposal No. 2: Approval, by Non-Binding Advisory Vote, of the Merger-Related Payments That May Become Payable to Its Named Executive Officers” beginning on page 160. Upon a “Change of Control” (as defined in the SERP), any unvested portion of a participant’s contributions under the SERP will accelerate and become fully vested. In addition, upon a “Change of Control” there is acceleration of payment of benefits under the SERP, payable in a lump sum within 90 days of the consummation of the Mergers.

Additionally, Mr. De Hont is party to a separate Supplemental Executive Retirement Plan, sometimes referred to as the Restoration Plan (“Restoration Plan”), in which he is fully vested, and upon consummation of the Mergers, there is acceleration of payment of benefits under the Restoration Plan payable in a lump sum upon consummation of the Mergers.

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Please see the section entitled “Met-Pro Proposal No. 2: Approval, by Non-Binding Advisory Vote, of the Merger-Related Payments That May Become Payable to Its Named Executive Officers” beginning on page 160 for further explanation regarding merger-related compensation of Met-Pro’s named executive officers in connection with the Mergers.

Interests of CECO Directors and Executive Officers in the Mergers

CECO’s directors and executive officers may have the following interests in the Mergers that are different from, or in addition to, the interests of CECO’s stockholders:

•

the retention of positions as a director or executive officer of CECO; and

•

the potential for directors and/or executive officers to be granted a bonus for their work in completing the Mergers.

The members of the CECO board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that CECO stockholders approve the issuance of shares of CECO common stock in connection with the First Merger. Set forth below, is a further discussion of the forgoing interests.

Retention of Positions as a Director or Executive Officer of CECO

It is anticipated that the current members of the Board of Directors of CECO will retain their positions as directors and that the current executive officers of CECO will retain their positions, other than Benton Cook, who may not retain his Interim Chief Financial Officer position. Although the CECO board of directors did not consider other proposals in connection with negotiating the Merger Agreement, it is possible that an alternative transaction to the Mergers in line with CECO’s long-term strategic plan could have resulted in the elimination or termination of some or all of the current directors and executive officers of CECO.

Potential For Directors and/or Executive Officers of CECO to Be Granted a Bonus for Their Work in Completing the Mergers

The CECO board of directors has in the past granted bonuses to directors and executive officers based on their work in completing prior acquisitions by CECO and may do so upon completion of the Mergers. As of the date of this joint proxy statement/prospectus, the CECO board of directors has not determined whether any such bonuses will be granted to any directors or executive officers.

As a result of these interests, CECO directors and officers may be more likely to support the approval of the Mergers than if they did not have those interests.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that from and after the Effective Time and to the fullest extent permitted by law or provided under Met-Pro’s certificate of incorporation or bylaws, the surviving company will indemnify, and pay or advance expenses of the current or former officers, directors and certain other individuals of Met-Pro with respect to acts or omissions occurring at or prior to the Effective Time, provided that any person to whom expenses are advanced will provide an undertaking to repay any advances made if a court determines the person was not entitled to indemnification and for a period of six years after the Effective Time shall keep in full force and effect and comply with the terms and conditions of any agreement between Met-Pro and its current or former officers, directors and certain other individuals providing for indemnification of and advancement of expenses. The Merger Agreement further provides that CECO will procure, promptly, but no later than 30 days following the Effective Time, a purchase of an extended reporting discovery period containing a claims period not less than six years from the Effective Time and on conditions no less favorable in the aggregate than Met-Pro’s existing directors’ and officers’ liability insurance. The surviving company will pay all expenses, including reasonable fees and expenses of counsel, that an indemnified person may incur in enforcing the indemnity and

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other obligations described above, and the Merger Agreement provides that the foregoing rights of each indemnified person will survive the Effective Time and are enforceable by each indemnified person.

Regulatory Filings and Approvals Required to Complete the Mergers

Hart-Scott-Rodino. The transactions contemplated by the Merger Agreement do not require CECO and Met-Pro to submit antitrust notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder by the FTC.

Closing of the Mergers

Effects of the Mergers

Subject to the terms and conditions of the Merger Agreement and in accordance with Pennsylvania and Delaware law, at the Effective Time, Merger Sub will merge with and into Met-Pro. Met-Pro will be the surviving corporation in the First Merger and will become a wholly-owned subsidiary of CECO. Subject to the terms and conditions of the Merger Agreement and in accordance with Pennsylvania and Delaware law, at the effective time of the Second Merger (which is intended to occur immediately after the closing of the First Merger), Met-Pro will merge with and into Merger Sub II. Merger Sub II will be the surviving company in the Second Merger and will remain a wholly-owned subsidiary of CECO.

At the Effective Time, each issued and outstanding share of common stock of Met-Pro (other than shares held in Met-Pro’s treasury or owned by any Met-Pro subsidiary, CECO, Merger Sub or Merger Sub II) will be converted into the Merger Consideration (as described below), and each issued and outstanding share of common stock of Merger Sub will be converted into one share of common stock of Met-Pro (as the surviving corporation of the First Merger). At the effective time of the Second Merger, each issued and outstanding share of common stock of Met-Pro (as the surviving corporation of the First Merger) will be cancelled and extinguished for no consideration, after which CECO will own all of the issued and outstanding shares of capital stock or other equity interests of the surviving entity of the Second Merger.

The purpose of the Second Merger is to ensure that the Mergers, taken together, qualify as a reorganization under Section 368(a) of the Code if, among other requirements, there is at least 40% continuity of interest. The 40% continuity of interest requirement will be met if the value of the CECO common stock that is delivered in the First Merger in exchange for shares of Met-Pro common stock that are outstanding prior to the Effective Time is equal to 40% or more of the sum of the (i) value of the CECO common stock and (ii) the cash that is treated as received in the First Merger in exchange for those shares of Met-Pro common stock. Neither the Met-Pro shareholders nor the CECO stockholders will have an opportunity to vote on the Second Merger. The only condition to completion of the Second Merger is the closing of the First Merger.

Composition of the CECO Board of Directors and Management after Closing of the Mergers

There are no understandings or arrangements for Met-Pro or its representatives to nominate a director to the CECO board of directors following the closing of the Mergers, and CECO currently anticipates that following the closing of the Mergers, the composition of CECO board of directors will continue to be the current directors of CECO.

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As of the date of this joint proxy statement/prospectus, CECO has not finalized any arrangements with any current executive officer of Met-Pro with respect to their employment by CECO. If none of the current executive officers of Met-Pro remain employed by CECO following the Mergers, the associated termination payment costs are set forth in the section entitled “The Mergers—Interests of Met-Pro Directors and Executive Officers in the Mergers” beginning on page 80. CECO currently anticipates that Raymond J. De Hont, Chief Executive Officer and President of Met-Pro, will become Chief Operating Officer of CECO, and Neal E. Murphy, Vice President-Finance, Chief Financial Officer, Secretary and Treasurer of Met-Pro, will become Chief Financial Officer of CECO. However, there have been no final agreements as to such appointments.

Merger Consideration

At the Effective Time, each issued and outstanding share of Met-Pro common stock (other than shares held in Met-Pro’s treasury or owned by any Met-Pro subsidiary, CECO, Merger Sub or Merger Sub II) will be converted into the right to receive, at the holder’s election, either (i) $13.75 in cash, without interest (the “cash consideration”), or (ii) shares of CECO common stock (the “stock consideration”) valued at $13.75 based on the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger, subject to a collar so that there will be a maximum exchange ratio of 1.3520 shares of CECO common stock for each share of Met-Pro common stock and a minimum exchange ratio of 1.0000 share of CECO common stock for each share of Met-Pro common stock, subject to certain exceptions. Overall elections are subject to proration so that approximately 53% of the Met-Pro shares (treating all Equity Award Shares as outstanding shares) will be exchanged for cash (which, together with the amount of cash paid for Equity Award Shares, is capped at $109.5 million) and approximately 47% for CECO common stock. All holders of Equity Award Shares will be paid in cash and shall not be subject to the proration described above. Because Equity Award Shares reduce the number of outstanding Met-Pro shares that will convert to cash, approximately 51.5% of outstanding Met-Pro shares (exclusive of Equity Award Shares) will convert into the right to receive cash, and approximately 48.5% will convert into the right to receive CECO common stock, assuming 15,073,915 fully diluted shares outstanding as of July 1, 2013 (calculated using the treasury share method). Please refer to the section entitled “—Met-Pro Shareholders Making Cash and Stock Elections” beginning on page 87 and “—Treatment of Met-Pro Equity Awards” beginning on page 86. If the First Merger is completed, CECO will issue a maximum of 9,650,823 shares of CECO common stock in connection with the First Merger.

As a result of the collar, the exchange ratio and value of CECO common stock to be issued in the First Merger is subject to fluctuation and will not be known until immediately preceding the closing of the First Merger. For example, the volume weighted average closing price of CECO common stock on the NASDAQ Global Market for the 15 consecutive trading days ending on the last trading day before June 24, 2013 was $12.06. Assuming that the closing of the First Merger occurred on June 24, 2013, a share of Met-Pro common stock entitled to stock consideration would receive 1.1401 shares of CECO common stock, based on an exchange ratio of 1.1401.

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The following table illustrates the 15 trading day volume weighted average price of CECO common stock at the top ($13.75) and bottom ($10.17) of the collar as well as a range of prices above and below the collar together with the respective exchange ratios and values of the CECO common stock that a share of Met-Pro common stock entitled to stock consideration would receive on a per-share basis.


15 trading day Volume Weighted Average CECO Stock Price		Exchange Ratio		Value of Stock Merger Consideration(a)
$	7.77		1.3520	$	10.51
$	8.37		1.3520	$	11.32
$	8.97		1.3520	$	12.13
$	9.57		1.3520	$	12.94
$	10.17		1.3520	$	13.75
$	10.76		1.2936	$	13.75
$	11.36		1.2348	$	13.75
$	11.96		1.1760	$	13.75
$	12.56		1.1172	$	13.75
$	13.16		1.0584	$	13.75
$	13.75		1.0000	$	13.75
$	14.35		1.0000	$	14.35
$	14.95		1.0000	$	14.95
$	15.55		1.0000	$	15.55
$	16.15		1.0000	$	16.15

(a)	Amount represents the product of the corresponding 15 trading day volume weighted average trading price of CECO common stock and the corresponding exchange ratio.

The table above is illustrative only. The actual 15 trading day volume weighted average price of CECO common stock may be outside the range of the amounts set forth above, as the actual volume weighted average price will not be determined until immediately preceding the closing of the First Merger, and as a result, the actual value of the stock consideration per share of Met-Pro common stock may not be shown in the above table. In addition, the volume weighted average CECO common stock price may not be equal to the market price of the CECO common stock at the Effective Time.

In recent periods, the stock market in general has experienced substantial price and volume fluctuations. These market fluctuations may adversely affect the market price of CECO common stock. Changes in the market price of CECO common stock prior to the First Merger may affect the market value of the CECO common stock that Met-Pro shareholders will receive in the First Merger. See the section entitled “Risk Factors—Risk Factors Relating to the Mergers” beginning on page 23.

The market value of the shares of CECO common stock will continue to fluctuate after the completion of the Mergers. For example, between July 1, 2012 and June 28, 2013, the market price of CECO common stock ranged from a low of $7.45 per share to a high of $14.32 per share, all as reported on the NASDAQ Global Market.

Met-Pro does not have any right to terminate the Merger Agreement if the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the last trading day before the closing of the First Merger falls below $10.17. This means that Met-Pro shareholders who elect to receive stock consideration for their shares of Met-Pro common stock could receive shares of CECO common stock valued at less than $13.75 per share. In the event this was to occur, Met-Pro would not resolicit approval of the adoption of the Merger Agreement or approval of the First Merger, nor reopen the Merger Consideration election period.

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