8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2013

CECO Environmental Corp.

(Exact Name of registrant as specified in its charter)

Delaware	000-7099	13-2566064
(State or other jurisdiction of in corporation)	(Commission File Number)	(IRS Employer Identification No.)

4625 Red Bank Road Cincinnati, OH	45227
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 458-2600

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2013, CECO Environmental Corp., a Delaware corporation (“CECO”), Met-Pro Corporation, a Pennsylvania corporation (“Met-Pro”), Mustang Acquisition Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.), a Delaware limited liability company and a direct wholly owned subsidiary of the Company, entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), which amended that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 21, 2013, by and among the Company, Met-Pro, Merger Sub and Mustang Acquisition II Inc. On August 5, 2013, in accordance with the terms of the Merger Agreement, the Company caused Mustang Acquisition II Inc., a Delaware corporation, to be converted to a Delaware limited liability company. The sole purpose of the Amendment is to make conforming modifications to the Merger Agreement to reflect such conversion.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On August 8, 2013, CECO issued a press release announcing its financial results for the three and six months ended June 30, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title
2.1	Amendment No. 1 to Agreement and Plan of Merger.
99.1	Press Release dated August 8, 2013.

Safe Harbor

Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan, “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future

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results, performance or achievements expressed or implied by such statements. These risks and uncertainties include but are not limited to the ability of the CECO Environmental Corp. (“CECO”) to complete the Met-Pro Corporation (“Met-Pro”) acquisition and successfully integrate the operations of Met-Pro and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of the Company and Met-Pro, including economic and financial market conditions generally and economic conditions in the Company and Met-Pro’s service areas; dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for contract revenue; fluctuations in operating results from period to period due to seasonality of the business; the effect of growth on the Company’s infrastructure, resources, and existing sales; the ability to expand operations in both new and existing markets; the potential for contract delay or cancellation; changes in or developments with respect to any litigation or investigation; the potential for fluctuations in prices for manufactured components and raw materials; the substantial amount of debt in connection with the acquisition and the Company’s ability to repay or refinance it or incur additional debt in the future; the impact of federal, state or local government regulations; economic and political conditions generally; and the effect of competition in the air pollution control and industrial ventilation industry. These and other risks and uncertainties are discussed in more detail in the Company’s and Met-Pro’s filings with the Securities and Exchange Commission, including our respective reports on Form 10-K and Form 10-Q.

Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to the Company, Met-Pro or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication and the companies’ filings with the Securities and Exchange Commission. 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 they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, CECO has filed with the Securities and Exchange Commission (“SEC”) a prospectus on Form 424B3 that includes a joint proxy statement of Met-Pro and CECO that also constitutes a prospectus of CECO, and Met-Pro has filed with the SEC its definitive proxy statement on Schedule 14A. The definitive joint proxy statement/prospectus was first mailed to CECO’s stockholders and shareholders of Met-Pro on July 29, 2013. INVESTORS AND SECURITY HOLDERS OF CECO AND MET-PRO ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by CECO and Met-Pro through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by CECO can be obtained free of charge by contacting CECO Investor Relations at 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227. Copies of the documents filed with the SEC by Met-Pro can be obtained free of charge by contacting Met-Pro Investor Relations at 160 Cassell Road, Harleysville, Pennsylvania 19438.

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Participants in the Solicitation

CECO, Met-Pro, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of CECO and the shareholders of Met-Pro in connection with the proposed transaction. Information about the directors and executive officers of CECO is set forth in the proxy statement for CECO’s 2013 annual meeting of stockholders and CECO’s 10-K for the year ended December 31, 2012. Information about the directors and executive officers of Met-Pro is set forth in the proxy statement for Met-Pro’s 2013 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the definitive joint proxy statement/prospectus filed with the SEC.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 8, 2013	CECO Environmental Corp.
	By:	/s/ Benton L. Cook
		Benton L. Cook
		Interim Chief Financial Officer

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of August 5, 2013 (this “Amendment”), is entered into by and among MET-PRO CORPORATION, a Pennsylvania corporation (the “Company”), CECO ENVIRONMENTAL CORP., a Delaware corporation (“Parent”), MUSTANG ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and MUSTANG ACQUISITION II LLC (formerly known as MUSTANG ACQUISITION II INC.), a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Successor Sub”). The Company, Parent, Merger Sub and Successor Sub are herein referred to collectively as the “Parties” and each individually as a “Party.”

WITNESSETH

WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of April 21, 2013 (the “Merger Agreement”);

WHEREAS, pursuant to Section 7.12(a) of the Merger Agreement, the Company and Parent concluded that it would be preferable for Successor Sub to be organized as a limited liability company (rather than a corporation);

WHEREAS, prior to the effectiveness of this Amendment, Parent has caused Successor Sub to be converted into a limited liability company in accordance with Delaware Law and the Delaware Limited Liability Company Act; and

WHEREAS, the Parties now desire to make appropriate conforming amendments to the Merger Agreement to reflect the status of Successor Sub and the Surviving Entity as a limited liability company, as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows pursuant to Sections 7.12(a) and 9.6 of the Merger Agreement:

Section 1. Capitalized Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Section 2. Amendments to the Merger Agreement.

(a) Section 1.2 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Section 1.2 The Second Step Merger. Immediately following the First Step Effective Time and subject to and upon the terms and conditions of this Agreement, Pennsylvania Law and the Delaware Limited Liability Company Act (as amended from time to time, “Delaware LLC Law”), the Second Step Merger shall be consummated, whereby the First Step Surviving Corporation shall be merged with and into Successor Sub, the separate corporate existence of the First Step Surviving Corporation shall cease and Successor Sub shall continue as the Surviving Entity and as a direct wholly owned subsidiary of Parent. There shall be no condition to the completion of the Second Step Merger other than the completion of the First Step Merger.”

(b) Section 1.4(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(b) the Second Step Merger to be consummated by filing (i) Articles of Merger (the “Second Step Articles of Merger”) with the Department of State of the Commonwealth of Pennsylvania and (ii) a Certificate of Merger (the “Second Step Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the Second Step Merger, in each case, in such forms as required by, and executed in accordance with, the relevant provisions of Pennsylvania Law, Delaware Law and Delaware LLC Law, as applicable.”

(c) The first sentence of Section 1.5(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“At the Second Step Effective Time, the effects of the Second Step Merger shall be as provided in the applicable provisions of Pennsylvania Law and Delaware LLC Law.”

(d) Section 1.8 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Section 1.8 Certificate of Formation; Limited Liability Company Agreement; Managers and Officers of the Surviving Entity. Unless otherwise determined by Parent before the Second Step Effective Time, at the Second Step Effective Time:

“(a) the Certificate of Formation of Successor Sub as in effect immediately prior to the Second Step Effective Time shall be the Certificate of Formation of the Surviving Entity from and after the Second Step Effective Time, until thereafter amended as provided by Delaware LLC Law and such Certificate of Formation, except that the name of the Surviving Entity shall be changed to “Met-Pro Technologies LLC”;

“(b) the Limited Liability Company Agreement of Successor Sub as in effect immediately prior to the Second Step Effective Time shall be the Limited Liability Company Agreement of the Surviving Entity from and after the Second Step Effective Time, until thereafter amended as provided by Delaware LLC Law, the Certificate of Formation and such Limited Liability Company Agreement, except that the name of the Surviving Entity shall be changed to “Met-Pro Technologies LLC”; and

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“(c) the managers of Successor Sub immediately prior to the Second Step Effective Time shall continue to serve as the managers of the Surviving Entity, and the officers of Successor Sub immediately prior to the Second Step Effective Time shall continue to serve in their respective offices as the officers of the Surviving Entity from and after the Second Step Effective Time, in each case until their successors are elected or appointed or until their resignation or removal.”

(e) The first sentence of Section 2.1 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“At the First Step Effective Time, by virtue of the First Step Merger and without any further action on the part of Parent, Merger Sub, Successor Sub, the Company or the holders of any of the shares of any capital stock, limited liability company interests or other equity interests of the Company, Parent, Merger Sub or Successor Sub:”

(f) Section 2.7 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“At the Second Step Effective Time, each share of Common Stock, par value $0.10 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Step Effective Time shall be cancelled and shall not be converted into limited liability company interests or other equity interests of the Surviving Entity. Immediately after the completion of the Second Step Merger, Parent shall own all of the issued and outstanding limited liability company interests or other equity interests of the Surviving Entity.”

(g) The first two sentences of Section 5.4 of the Merger Agreement are hereby amended and restated in their entirety to read as follows:

“Parent, Merger Sub and Successor Sub have all necessary corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, Merger Sub and Successor Sub and the consummation by Parent, Merger Sub and Successor Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action, as applicable, on the part of Parent, Merger Sub and Successor Sub, and no other corporate or limited liability company proceedings, as applicable, on the part of Parent (other than the approval of the issuance of Parent Common Stock pursuant to this Agreement by the holders of at least a majority of the votes cast at the Parent Stockholders’ Meeting by the holders of shares of Parent Common Stock entitled to vote in accordance with Delaware Law and Parent’s Certificate of Incorporation and Bylaws), Merger Sub or Successor Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.”

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(h) Section 5.20(a)(iv) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(iv) approved the First Step Merger as the sole stockholder of Merger Sub and approved the Second Step Merger as the sole member of Successor Sub;”

(i) Section 5.20(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(iv) The Board of Managers of Successor Sub, by unanimous written consent, has (i) determined that this Agreement and the transactions contemplated hereby, including the Second Step Merger, are advisable, fair to and in the best interests of the members of Successor Sub; (ii) declared advisable and in all respects approved this Agreement, and the transactions contemplated by this Agreement, including the Second Step Merger; (iii) directed that this Agreement be submitted to a vote of Parent, as sole member of Successor Sub; and (iv) resolved to recommend that Parent, as sole member of Successor Sub, approve and adopt this Agreement and the Second Step Merger, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way (collectively, the “Successor Sub Board Recommendation”). The vote of Parent, as the sole member of Successor Sub, to approve this Agreement and the Second Step Merger is the only vote of the holders of limited liability company interests or other equity interests of Successor Sub necessary to approve the transactions as pertains to Successor Sub contemplated by this Agreement, and Parent in that capacity has approved this Agreement and the Second Step Merger.”

(j) The second sentence of Section 7.12(a) of the Merger Agreement is hereby deleted in its entirety.

Section 3. Effectiveness of Amendment. Upon the execution and delivery of this Amendment, the Merger Agreement shall thereupon be deemed to be amended as set forth in Section 2 above as fully and with the same effect as if such amendment were set forth in the Merger Agreement, and this Amendment and the Merger Agreement shall henceforth respectively be read, taken and construed as one and the same instrument. All reference in the Merger Agreement to “this Agreement” or “the Agreement” shall be deemed to be references to the Merger Agreement as amended and modified by this Amendment. Except as specifically stated herein, all terms, covenants and conditions of the Merger Agreement shall remain in full force and effect. Without limiting the foregoing, all references in the Merger Agreement to “the date hereof,” “the date of this Agreement” or similar phrases or references shall continue to refer to April 21, 2013.

Section 4. Counterparts. This Amendment may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which shall constitute one and the same agreement.

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Section 5. Miscellaneous. The provisions of Article X of the Merger Agreement shall apply to this Amendment, mutatis mutandis, as if such provisions were set forth herein.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

MET-PRO CORPORATION
By:	/s/ Raymond J. De Hont
Name:	Raymond J. De Hont
Title:	CEO and President

CECO ENVIRONMENTAL CORP.
By:	/s/ Jeffrey Lang
Name:	Jeffrey Lang
Title:	Chief Executive Officer

MUSTANG ACQUISITION INC.
By:	/s/ Jeffrey Lang
Name:	Jeffrey Lang
Title:	Chief Executive Officer

MUSTANG ACQUISITION II LLC
By:	/s/ Jason DeZwirek
Name:	Jason DeZwirek
Title:	Chairman

Signature Page to Amendment No. 1

to Agreement and Plan of Merger

EX-99.1

Exhibit 99.1

NasdaqGM:CECE NEWS RELEASE

CECO ENVIRONMENTAL REPORTS

SECOND QUARTER AND SIX MONTH 2013 RESULTS

Company Achieves Record Margins and Earnings

CINCINNATI, OHIO, August 8, 2013—CECO Environmental Corp. (NasdaqGM:CECE), a leading provider of air pollution control technology and systems, today announced second quarter and six-month results for the period ended June 30, 2013.

Financial highlights for the second quarter of 2013 compared to the second quarter of 2012 include:

Net sales were $44.4 million as compared to $34.6 million in the same period of 2012, an increase of 28.3%;

Gross profit increased by 36.2% to $14.3 million as compared to $10.5 million in 2012;

Gross margin increased to 32.2% compared to 30.3% for the same quarter in 2012;

Operating income decreased to $3.3 million in 2013 compared to $4.3 million in 2012; Non-GAAP operating income, adjusted for transaction related costs including legal, accounting, banking, retention payments, earn-out expenses and amortization of intangibles related to recent acquisitions, increased to $6.2 million compared to $4.4 million, a 40.9% improvement;

Operating margin decreased to 7.4% from 12.4% in 2012; Non-GAAP operating margin, adjusted as noted above, increased to 13.9% compared to 12.4%;

Net income increased to $3.0 million in 2013 as compared to net income of $2.5 million in 2012; Non-GAAP net income, adjusted as noted above, increased to $5.5 million compared to $2.5 million;

Net income per diluted share was $0.17 in 2013 as compared to $0.15 in 2012; Non-GAAP net income per diluted share, adjusted as noted above, increased to $0.30 in 2013 compared to $0.15 in 2012;

2013 net income, including Non-GAAP net income, includes a $1.5 million net gain ($0.08 per diluted share) from the recognition of additional research and development income tax credits related to open tax years;

Bookings for the quarter were $46.5 million compared to $40.9 million in 2012, an increase of 13.7%; and

Backlog as of June 30, 2013 was $77.9 million compared to $59.5 million as of December 31, 2012 and $58.9 million as of June 30, 2012.

Financial highlights for the six months ended June 30, 2013 compared to six months ended June 30, 2012 include:

Net sales were $78.8 million as compared to $67.6 million in the same period of 2012, an increase of 16.6%;

Gross profit increased by 23.2% to $25.5 million as compared to $20.7 million in 2012;

Gross margin increased to 32.4% compared to 30.6% in 2012;

Operating income decreased to $6.6 million in 2013 compared to $8.0 million in 2012; Non-GAAP operating income, adjusted for transaction related costs including legal, accounting, banking, retention payments, earn-out expenses and amortization of intangibles related to recent acquisitions, increased to $10.8 million compared to $8.2 million, a 31.7% improvement;

Operating margin decreased to 8.4% from 11.8% in 2012; Non-GAAP operating margin, adjusted as noted above, increased to 13.7% compared to 12.1%;

Net income increased to $5.3 million in 2013 as compared to net income of $4.5 million in 2012; Non-GAAP net income, adjusted as noted above, increased to $8.7 million compared to $4.6 million;

Net income per diluted share was $0.29 in 2013 as compared to $0.27 in 2012; Non-GAAP net income per diluted share, adjusted as noted above, increased to $0.48 in 2013 compared to $0.28 in 2012;

2013 net income, including Non-GAAP net income, includes a $1.5 million net gain ($0.09 per diluted share) from the recognition of additional research and development income tax credits related to open tax years; and

Bookings Year-to-date are $84.1 million compared to $71.6 million in 2012, an increase of 17.5%.

Pending Acquisition of Met-Pro Corporation

As previously announced, CECO entered into a definitive agreement on April 22, 2013 to acquire Met-Pro Corporation (NYSE: MPR). Met-Pro is a leading global, niche-oriented provider of product recovery, pollution control, fluid handling and filtration solutions across multiple diversified end-markets. Pursuant to the terms of the definitive agreement, CECO will acquire all of the outstanding shares of Met-Pro common stock in a cash and stock transaction valued at a total of approximately $210 million. The acquisition is subject to approval by Met-Pro’s shareholders, with a special meeting scheduled for August 26, 2013, approval by our stockholders of the issuance of our common stock to Met-Pro shareholders, with a special meeting scheduled for August 26, 2013, and other customary closing conditions. Assuming the approvals are obtained, CECO anticipates closing promptly after the meetings.

“I am very pleased with our favorable operating results for the first six months of 2013 as CECO continued to achieve significant improvements in all of our financial metrics, including margins, earnings and bookings,” commented CECO’s Chief Executive Officer, Jeff Lang. “The integration of both the Aarding and Adwest Technologies acquisitions is complete and we are excited about the future benefits these two businesses will add to the CECO family. With the pending closing of the acquisition of Met-Pro, we believe CECO today is better positioned than ever to provide our global customers with the premier products they require as well as generate increasing returns to all of our shareholders.”

CECO will host a conference call on Thursday, August 08, 2013 at 8:30 a.m. EDT to review its financial results for the quarter. Conferencing details are as follows:

Dial in number:	866-318-8617
International dial in number:	617-399-5136
Participant passcode:	72974506
Replay:	888-286-8010
International:	617-801-6888
Passcode:	89180298

This call is being webcast by NASDAQ OMX and can be accessed at CECO’s web site at www.cecoenviro.com.

The webcast is also being distributed through third party distribution channels, including the StreetEvents Network operated by Thomson Reuters (Markets) LLC and its affiliates.

ABOUT CECO ENVIRONMENTAL

CECO Environmental is a leading global provider of air pollution control and product recovery technology. Through its brands and subsidiaries – Aarding Thermal Acoustics/Flextor, Adwest Technologies, Busch International, CECO Filters, CECO Abatement Systems, Kirk & Blum, Effox, Fisher-Klosterman/Buell, CECO China, and A.V.C. Specialists – CECO provides a wide spectrum of air quality product technologies, services and engineered equipment technology i.e. cyclones, scrubbers, dampers, diverters, RTOs, component parts and monitoring and management services. Global industries served include refining, petrochemical, traditional power, natural gas power, aluminum, steel, automotive, chemical, and the largest industrial facilities. Global growth, operational excellence, recurring revenues, margin expansion, sector consolidation, safety leadership, and employee development are CECO’s core competencies and long term objectives. CECO’s revenues are approximately 70% engineered equipment technology and 30% after market recurring revenues.

For more information on CECO Environmental please visit the company’s website at http://www.cecoenviro.com.

Contact:

Corporate Information

Jason DeZwirek, Chairman

Jeff Lang, Chief Executive Officer

1-800-333-5475

CECO ENVIRONMENTAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

Dollars in thousands, except per share data

	JUNE 30, 2013			DECEMBER 31,  2012
ASSETS
Current assets:
Cash and cash equivalents	$	5,066		$	22,994
Accounts receivable, net		28,283			29,499
Costs and estimated earnings in excess of billings on uncompleted contracts		13,713			5,747
Inventories, net		6,080			3,898
Prepaid expenses and other current assets		6,682			2,183
Total current assets		59,824			64,321
Property and equipment, net		5,529			4,885
Goodwill		27,578			19,548
Intangibles – finite life, net		13,984			1,283
Intangibles – indefinite life		6,348			3,526
Deferred charges and other assets		4,297			541
	$	117,560		$	94,104
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of debt	$	1,579		$	0
Accounts payable and accrued expenses		20,101			15,093
Billings in excess of costs and estimated earnings on uncompleted contracts		12,114			11,368
Income taxes payable		0			1,079
Total current liabilities		33,797			27,540
Other liabilities		6,471			4,442
Deferred income tax liability, net		4,207			128
Total liabilities		44,472			32,110
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $.01 par value; 10,000 shares authorized, none issued		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized, 17,933,254 and 17,096,543 shares issued in 2013 and 2012, respectively		179			171
Capital in excess of par value		63,035			54,800
Accumulated earnings		13,169			9,691
Accumulated other comprehensive loss		(2,939	)		(2,312	)
		73,444			62,350
Less treasury stock, at cost, 137,920 shares in 2013 and 2012		(356	)		(356	)
Total shareholders’ equity		73,088			61,994
	$	117,560		$	94,104

CECO ENVIRONMENTAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

Dollars in thousands, except per share data

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2013			2012			2013			2012
Net sales	$	44,433		$	34,592		$	78,794		$	67,618
Cost of sales		30,136			24,045			53,313			46,887
Gross profit		14,297			10,547			25,481			20,731
Selling and administrative		8,100			6,186			14,692			12,527
Acquisition expenses		2,299			0			3,394			0
Amortization		591			76			750			172
Income from operations		3,307			4,285			6,645			8,032
Other (expenses) income, net		(59	)		1			72			(64	)
Interest expense (including related party interest of $0 and $59, and $0 and $118, respectively)		(154	)		(266	)		(251	)		(537	)
Income before income taxes		3,094			4,020			6,466			7,431
Income tax expense		51			1,535			1,215			2,901
Net income	$	3,043		$	2,485		$	5,251		$	4,530
Per share data:
Basic net income	$	0.17		$	0.17		$	0.30		$	0.31
Diluted net income	$	0.17		$	0.15		$	0.29		$	0.27
Weighted average number of common shares outstanding:
Basic		17,750,512			14,615,913			17,416,118			14,571,642
Diluted		18,355,496			17,211,339			18,066,539			17,169,674

CECO ENVIRONMENTAL CORP.

Reconciliation of GAAP to Non-GAAP Measures (unaudited)

Dollars in thousands, except per share data

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30
	2013			2012			2013			2012
Reconciliation of GAAP operating income and GAAP operating margin:
Operating income in accordance with GAAP	$	3,307		$	4,285		$	6,645		$	8,032
Operating margin in accordance with GAAP		7.4	%		12.4	%		8.4	%		11.8	%
Acquisition related expenses		2,299			0			3,394			0
Amortization of intangibles related to acquisitions		591			76			750			172
Non-GAAP operating income	$	6,197		$	4,361		$	10,789		$	8,204
Non-GAAP operating margin		13.9	%		12.4	%		13.7	%		12.1	%
Reconciliation of GAAP net income:
Net income in accordance with GAAP	$	3,043		$	2,485		$	5,251		$	4,530
Acquisition related expenses		2,299			0			3,394			0
Amortization of intangibles related to acquisitions		591			76			750			172
Tax benefit of costs associated with acquisition activities		(473	)		(30	)		(674	)		(68	)
Non-GAAP net income	$	5,460		$	2,531		$	8,721		$	4,634
Per share data:
Non-GAAP net income per basic share	$	0.31		$	0.17		$	0.50		$	0.32
Weighted average number of common shares outstanding basic		17,750,512			14,615,913			17,416,118			14,571,642
Non-GAAP net income per diluted share	$	0.30		$	0.15		$	0.48		$	0.28
Weighted average number of common shares outstanding diluted		18,355,496			17,211,339			18,066,539			17,169,674

CECO is providing the non-GAAP historical financial measures presented above as the Company believes that these figures are helpful in allowing individuals to better assess the ongoing nature of CECO’s core operations. A “non-GAAP financial measure” is a numerical measure of a company’s historical financial performance that excludes amounts that are included in the most directly comparable measure calculated and presented in the GAAP statement of operations.

Non-GAAP net income, non-GAAP operating income, non-GAAP operating margin, and non-GAAP earnings per basic and diluted shares, as we present them in the financial data included in this press release, have been adjusted to exclude the effects of expenses related to acquisition activities including retention, earn-out, legal, accounting, banking, amortization and other expenses and the associated tax benefit of these charges. Management believes that these items are not necessarily indicative of the Company’s ongoing operations and their exclusion provides individuals with additional information to compare the company’s results over multiple periods. Our financial statements may continue to be affected by items similar to those excluded in the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that all such costs are unusual or infrequent.

Non-GAAP net income, non-GAAP operating income, non-GAAP operating margin and non-GAAP earnings per basic and diluted shares are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of CECO’s results as reported under GAAP.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, the tables above present the most directly comparable GAAP financial measure and reconcile non-GAAP net income, non-GAAP operating income, non-GAAP operating margin and non-GAAP earnings per basic and diluted shares to the comparable GAAP measures.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, CECO Environmental Corp. (“CECO”) has filed with the Securities and Exchange Commission (“SEC”) a prospectus on Form 424B3 that includes a joint proxy statement of Met-Pro Corporation (“Met-Pro”) and CECO that also constitutes a prospectus of CECO, and Met-Pro has filed with the SEC its definitive proxy statement on Schedule 14A. The definitive joint proxy statement/prospectus was first mailed to CECO’s stockholders and shareholders of Met-Pro on July 29, 2013. INVESTORS AND SECURITY HOLDERS OF CECO AND MET-PRO ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by CECO and Met-Pro through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by CECO can be obtained free of charge by contacting CECO Investor Relations at 4625 Red Bank Road, Suite 200, Cincinnati, Ohio 45227. Copies of the documents filed with the SEC by Met-Pro can be obtained free of charge by contacting Met-Pro Investor Relations at 160 Cassell Road, Harleysville, Pennsylvania 19438.

Proxy Solicitation

CECO and Met-Pro, and certain of their respective directors, executive officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2013 annual meeting of stockholders and CECO’s 10-K for the year ended December 31, 2012. Information about the directors and executive officers of Met-Pro is set forth in the proxy statement for Met-Pro’s 2013 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the definitive joint proxy statement/prospectus filed with the SEC.

Safe Harbor

Any statements contained in this press release other than statements of historical fact, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include, but are not limited to: our ability to complete the acquisition of Met-Pro and successfully integrate Met-Pro’s operations and realize the synergies from the acquisition, as well as a number of factors related to our business and that of Met-Pro, including economic and financial market conditions generally and economic conditions in CECO’s and Met-Pro’s service areas; dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for contract revenue; fluctuations in operating results from period to period due to seasonality of the business; the effect of growth on CECO’s infrastructure, resources, and existing sales; the ability to expand operations in both new and existing markets; the potential for contract delay or cancellation; changes in or developments with respect to any litigation or investigation; the potential for fluctuations in prices for manufactured components and raw materials; 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; the impact of federal, state or local government regulations; economic and political conditions generally; and the effect of competition in the air pollution control and industrial ventilation industry. These and other risks and uncertainties are discussed in more detail in CECO’s and Met-Pro’s filings with the Securities and Exchange Commission, including their reports on Form 10-K and Form 10-Q. Many of these risks are beyond management’s ability to

control or predict. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. Investors are cautioned not to place undue reliance on such forward-looking statements as they speak only to our views as of the date the statement is made. All forward-looking statements attributable to CECO or persons acting on behalf of CECO are expressly qualified in their entirety by the cautionary statements and risk factors contained in this press release and CECO’s and Met-Pro’s respective filings with the Securities and Exchange Commission. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, neither CECO or Met-Pro undertakes any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.