SecProbe.io

June 19, 2013

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp
4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227

Re: CECO Environmental Corp
Registration Statement on Form S-4
Filed May 23, 2013
  File No. 333-188797

Dear Mr. Lang :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -4

General

1. Please suppplementally provide us with copies of all board books and other materials
prepared by Jeff eries and William Blair  that were  shared with the CECO board and Met -
Pro b oard and their representatives.

2. We note that the partie s exchanged projected financial information in connection with the
fairness opinions.  Please disclose all material financial projections that the parties
exchanged, and supplementally provide us with all financial projections and forecasts that
Jefferies and William Blair  used in preparing the analys es relating to their fairness
opinions.

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 2

 3. It appears tha t the M et-Pro shareholders  will not elect the type of Merger  consideration to
be received at the same time as the vote on the Merger Agreement.  Please advise us of
your consideration of the applica bility of the tender of fer rules to the cash election.
Please refer to Release No. 34-14699  (April 24, 1978) .

4. We note your disclosure on page 9 that the form of election that will be sent promptly
after adoption by Met -Pro shareholders of the Merger Agreement and approval of the
transactions thereby.  Please clarify what you mean by “promptly after.”

Cover page

5. Please disclose the number of shares to be issued in the First Merger.  If this is
impracticable, please disclose the percentage of shares of CECO that Met -Pro
shareholde rs will own upon completion of the Merger .

Questions and Answers about the Special Meetings, pages 1 and 10; Summary, page 14

6. Please avoid repeating information in the Q&As and the Summary.  The se sections
should fulfill distinct purposes.  Currently, we note disclosure on the following items in
both sections:

 What Met -Pro shareholders will receive in the Merger ;
 Tax consequences of the Merger ; and
 Record dates, quorum requirements and votes required for the Mergers .
Summary, page 10
7. We your disclosure on page 41 that under CECO’s initial proposal of a merger of equals,
CECO would have six representatives and Met -Pro would have three representatives on
the board of the combined company.  We also note that your 425 communications
indicate that Mr. De Hont, CEO of Met -Pro and Mr. Murphy, CFO of Met -Pro will jo in
the Company as COO and CFO.   Please add a section discussing the composition of the
board of directors and management after the closing of the  Mergers, as required by Item
18(a)(7) of Form S -4.  Please also refer to Rule 438 and provide the appropriate consents
of the directors you have selected, or tell us when and how you propose to update your
filing to include this information.

8. Please bri efly describe the terms of the Second Merger and your reasons for it.  Please
also clarify that shareholders will not have an opportunity to vote on the Second Merger.

9. Please include a section that addresses whether any federal or state regulatory
require ments must be complied with or approval must be obtained, and if so, the status of
such compliance or approval.  Please see Item 3(i) of Form S -4.  In this regard, we also
note disclosures that each company’s board of directors considered as a potentially

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 3

 negative factor concerning the Mergers the “regulatory risks” associated with the
Mergers an d combining the two companies.  Please consider whether risk factor
disclosure of regulatory matters would also be appropriate.

10. Since shareholders will vote on the  transaction prior to making their election or knowing
what the value of any CECO shares they receive in the Merger  will be, under an
appropriate subheading, please disclose the time period anticipated between the vote and
closing.
The Companies, page 1 4
11. Please disclose that Met -Pro is a Pennsylvania corporation.
What Met -Pro Shareholders Will Receive in the Merger, page 15
12. Please clarify, here and on page 75, that Met -Pro does not have any right to terminate the
transaction if the CECO share price falls below $10.17, such that Met -Pro shareholders
could receive CECO shares valued at less than $13.75 per Met -Pro Share.  Please also
clarify whether in this case, the vote of Met -Pro shareholders would be resolicited.

13. Please provide an example of the n umber of CECO shares to be issued on a Met -Pro per -
share basis using the trading price of CECO common stock as of the latest practicable
date.  Also provide illustrative disclosure, in tabular format or using an other clear
presentation, showing th e price of CECO common stock at the  top and bottom of the
collar as well as a reasonable range of prices of CECO’s common stock, and the
respective exchange ratios and values of the CECO common stock that the Met -Pro
shareholders would receive on a per -Met-Pro share basis  in each ca se.  In this regard,
please consider the volatility in the market price of CECO’s common stock, including,
for example, that it appears to have traded consistently and sometimes significantly
below $10.17 per share prior to January 2013.  Lastly, please disclose that the actu al
value of the consideration and number of shares to be issued may differ from the example
as of the latest practicable date, given that the actual value and number of shares will not
be determined until immediately preceding the closing .
How and when do M et-Pro shareholders make a cash election or a stock election?, page 3
14. Please disclose the minimum number of business days that Met -Pro shareholders will
have from the time that you mail the election form to make their election , both here and
under “Election Deadline ” on page 77 .
Opinion of Financial Advisor  to Met -Pro; Opinion of Financial Advisor to CECO, page 17
15. Please disclose the fees paid or payable to each financial advisor, and the fact that most
of the payment is contingent upon the closing of the transactions.

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 4

 Comparison of Rights of Common Shareho lders of Met -Pro...of CECO, page 18
16. Please revise this section to include a brief summary comparing the rights of the holders
of common stock of Met -Pro and CECO.
Risk Factors, page 21
17. We note your discl osure  on page 53 that Met -Pro did not solicit proposals from other
bidders and that Met -Pro did not have contact with any potential buyers other CECO.
Please revise your risk factors section to include this risk.

18. Please include a risk  factor  regarding the ability to finalize and consumma te the financing
arrangements contemplated by the Commitment Letter.
The Mergers may not be accretive and may cause dilution to the combined company’s earnings
per share . . . , page 25
19. This risk factor appears to discuss two risks:  that the Mergers will  not be accretive, and
that the issuance of additional CECO shares may cause the market price of  CECO
common stock to decline.  Please describe these risks under separate  subheadings.

20. In the risk factor discussing the possibility that the Mergers  may not be accretive and
synergies may not be realized to the extent CECO expects, please disclose the expected
amount of accretion and synergies, both here and in the section entitled “CECO’s
Reasons for the Mergers” on page 63.
Certain Directors and Exe cutive Officers of Met -Pro may have potential conflicts of interest . . . ,
page 26
21. Please clarify here and in the section entitled “Treatment of Equity Awards” on page 73,
that unlike other Met -Pro shareholders who may elect to receive cash in the Merger,  the
officers and directors holding Equity Awards will not be subject to proration of their cash
consideration in the event that cash is oversubscribed in the Merger.
Selected Historical Consolidated Financial Information of CECO  Environmental Corp., page 29
22. Please revise your tables on pages 29 and 30 and elsewhere throughout your filing as
necessary to clarify what each company includes in the line item t itled “long -term
obligations”.  For example, it appears that CECO’s presentation for the year ended
December 31, 2012 includes all non -current liabilities whereas Met -Pro’s presentation for
the year ended January 31, 2013 includes only the non -current portion of debt and
excludes other non -current liabilities such as accru ed pension liabilities and deferred
income tax liabilities.

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 5

 Selected Historical Consolidated Financial Information of Met-Pro Corporation, page 30
23. Please revise to include unaudited information for the three month periods ended April
30, 2013 and 2012.  Please refer to Instruction 4 to Item 301 of Regulation S -K and Item
3 of Form S -4.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 31
24. Pro forma balance sheet information should only be presented as of the most recent
balance sh eet date.  Please remove here and elsewhere throughout the filing the pro forma
balance sheet data as of December 31, 2012.  Similarly remove the pro forma book value
per share information as of December 31, 2012 from page 33.  Refer to Rule 11 -02(c)(1)
of Regulation S -X.
The Mergers, page 39
General
25. Please include a separate section here and in the summary detailing the interest of the
CECO directors and executive officers in the Mergers.  Please consider whether a risk
factor regarding potential conflicts  of interest of the CECO directors and executive
officers in the Mergers  is appropriate .
Background of the Mergers, page 39
26. Please briefly explain why Met -Pro determined not to pursue a strategic transaction with
CECO in 2010 following their preliminary discussi ons and execut ion of the mutual
Confidentiality Agreement the parties had entered into at that time.

27. Please describe the discussions relating to the inclusion of a standstill provision . Please
briefly disclose why CECO was willing to be subject to the standstill provi sion in 2012,
but not in 2010.

28. Please disclose whether there were any ongoing material discussions between August 30,
2010 and November 5, 2010 and the nature of such discussions.

29. Please briefly discuss the analysis of Met -Pro’s strategic alternatives t hat William Blair
presented at the November 5, 2010 board meeting.  Tell us supplementally whether the
analysis is related in any way to the current transaction.

30. We note that in August 2012, the Met -Pro board determined that before it could consider
a transaction with CECO, it should evaluate its strategic alternatives.  P lease discuss what
consideration the Met -Pro board gave to alternatives to the CECO transaction, including
remaining a standalone company or transactions with other companies in the industry.  In

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 6

 particular, please  discuss the strategic alternatives discussed at the boar d of directors
meetings held on October 16, 2012, December 20, 2012  and January 10, 2013 .  Please
discuss the board’s conclusion about those alternatives , and  also explain why Met -Pro did
not contact any other potential bidders or buyers, as disclosed on p age 53.  In this regard,
we note your disclosure on page 51 that the Met -Pro board did not believe it likely that
other buyers would be willing to acquire Met -Pro at a price in excess of $13.75.
However, the discussions of strategic alternatives appear to have occurred  and been
discontinued before CECO signed the indication of interest with a purchase price of
$13.75 on March 5.

31. In your disclosure in the last paragraph beginning on page 39, p lease elaborate on the
aspects of CECO’s “improved financial position, increased market capitalization and
improved financial merits” that le d the CECO board to reconsider  a transaction with Met -
Pro in March 2012.

32. Please expand your discussion to explain why CECO determined ultimately to offer both
cash and stock as oppose d to using only stock as initially proposed in November 2012.

33. Please discuss the merits of the business combination as discussed by the parties at the
November 27, 2012 meeting.

34. We note that the parties discussed expected synergies at meetings on Januar y 29, 2013
and February 7 , 2013  and February 8, 2013 .  Please elaborate on the nature of these
synergies, and quantify them if possible.
Met-Pro’s Reasons for the Mergers and Recommendation Board of Directors, page 50
35. Disclosure on page 45 regarding the Ja nuary 29, 2013 meeting between representatives of
Met-Pro and CECO states that the parties discussed potential business synergies, and that
more information about the synergies appears in “Met -Pro’s Reasons for the Mergers and
Recommendation of the Met -Pro Board of Directors” beginning on page 50.  However,
we did not locate a discussion of synergies as a reason for Met -Pro’s participation in the
Mergers in that section.  Please revise the section beginning on page 50 to describe and
quantify, where possibl e, the synergies contemplated by Met -Pro’s board of directors in
approving the Merger and recommending it to Met -Pro shareholders.

36. We note your disclosure that you did not have contact with any potential buyers other
than CECO.  In this section, as well as in the “Background ” section as requested above,
please  explain the basis of  the Met -Pro’s board’s belief that it was unlikely that any other
financial or strategic buyers would acquire Met -Pro at a price in excess of $13.75.

37. We note that Met -Pro cites the fairness opinion of William Blair as a factor supporting its
belief that the transaction is in the best interest of its shareholders .  In this context, please
explain what consideration the Met -Pro board gave to the fact that William Blair assumed

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 7

 that the Mergers would qualify as a tax -free transaction, as disclosed on page 55 .  The
current disclosure regarding tax consequences states that it is not clear whether the
Mergers will qualify as reorganization , and we note that delivery of tax opinions is not a
condition to closing the Mergers .

38. Please address what consideration, if any, the Met -Pro board gave to the fact that the
Merger Agreement does not provide termination or walk -away rights to Met -Pro in the
event that CECO’s common stock is valued at less than $10.17 at the time of the Merger ,
resulting in Met -Pro shareholders receiving CECO common stock valued at less than the
negotiated consideration of $13. 75 per Met -Pro share.
Opinion of Financial Advisor to Met -Pro, page 53

General
39. Please revise your disclosure on page 63 to provide a narrative and quantitative
description of the fees William Blair and its affiliates received, or are to receive, for
services provided to Met -Pro or its affiliates in the past two years. See Item 4(b) of Form
S-4 and Item 1015(b) of Regulation M -A.
CECO’s Reasons for the Mergers , page 63
40. We note that CECO cites the fairness opinion of Jef fries as a factor supporting its belief
that the transaction is