NV5 Stockholders Approve Proposed Merger with Acuren Corporation

Rhea-AI Summary

NV5 Global (Nasdaq: NVEE) announced that its stockholders have approved the proposed merger with Acuren Corporation. Under the merger agreement dated May 14, 2025, NV5 stockholders will receive $23.00 per share, consisting of $10.00 in cash and $13.00 in Acuren common stock, subject to a 10% collar adjustment.

Post-merger ownership structure will see pre-merger NV5 stockholders owning approximately 40% of the combined company, while pre-merger Acuren stockholders will own about 60%. The transaction is expected to close in August 2025, subject to customary closing conditions.

Positive

• Shareholders will receive $23.00 per share in combined cash and stock consideration
• NV5 shareholders will maintain significant ownership (40%) in the combined entity
• Transaction expected to close promptly in August 2025

Negative

• Dilution of existing NV5 shareholders' control as they will become minority owners
• Stock portion of consideration subject to 10% collar adjustment, creating price uncertainty
• Transaction completion subject to closing conditions that could delay or prevent the merger

Insights

M&A Specialist

NV5 stockholders approved merger with Acuren that values shares at $23.00, creating a combined entity where NV5 holders retain 40% ownership.

NV5 Global has reached a critical milestone in its merger with Acuren Corporation, with stockholders approving the transaction at a Special Meeting. The deal structure offers NV5 shareholders $23.00 per share, consisting of $10.00 in cash and $13.00 in Acuren common stock, subject to a 10% collar adjustment mechanism. This hybrid cash-equity consideration balances immediate liquidity with future upside potential in the combined entity.

The ownership structure post-merger reveals the strategic positioning, with pre-merger NV5 stockholders collectively owning approximately 40% of the combined company, while Acuren stockholders will hold about 60%. This ratio suggests a significant but non-controlling stake for NV5 investors in what appears to be a strategic combination rather than a complete takeover.

With final regulatory hurdles apparently cleared and stockholder approval secured, the transaction is on track for a prompt August 2025 closing, assuming all remaining customary conditions are satisfied. This merger represents a significant consolidation in the tech-enabled engineering and testing services sector, combining NV5's capabilities in engineering, testing, inspection and consulting with Acuren's complementary operations.

HOLLYWOOD, Fla., July 31, 2025 (GLOBE NEWSWIRE) -- NV5 Global, Inc. (Nasdaq: NVEE) (“NV5” or the “Company”), a leading provider of tech-enabled engineering, testing, inspection, and consulting solutions for the built environment, announced today that holders of a majority of its outstanding common stock voted to approve the proposed merger (the "Merger") with Acuren Corporation ("Acuren") at a Special Meeting of Stockholders (the "Special Meeting") held today.

Under the terms of the Agreement and Plan of Merger dated as of May 14, 2025 relating to the Merger, NV5 stockholders will receive approximately $23.00 per share consisting of $10.00 in cash and $13.00 in shares of Acuren common stock at closing, subject to potential adjustment as a result of a 10% collar feature. Upon consummation of the Merger, pre-Merger NV5 stockholders are expected to collectively own up to approximately 40% of the common stock of the combined company on a pro forma basis. Pre-Merger Acuren stockholders are expected to collectively own approximately 60% of the common stock of the combined company on a pro forma basis. The transaction is subject to customary closing conditions, and is expected to close promptly in August 2025.

For more information, please see the definitive joint proxy statement/prospectus filed by NV5 with the Securities and Exchange Commission (the "SEC") on July 2, 2025, as supplemented on July 21.

Forward-Looking Statements

Certain statements in this press release concerning the proposed Merger, including any statements regarding the expected timetable for completing the proposed Merger, and any other statements regarding NV5’s or Acuren’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the combined company and the expected closing of the proposed Merger. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that a condition to closing of the proposed Merger may not be satisfied, that either party may terminate the merger agreement or that the closing might be delayed or not occur at all.

Additional factors that could cause results to differ materially from those described above can be found in NV5’s Annual Report on Form 10-K for the year ended December 28, 2024, as amended, which is on file with the SEC and available from NV5’s website at www.nv5.com under the “Investor Relations” tab, and in other documents NV5 files with the SEC; and in Acuren’s Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the SEC and available from Acuren’ website at www.acuren.com under the “Investor Relations” tab, and in other documents Acuren files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither NV5 nor Acuren assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Contact

NV5 Global, Inc.                                
Jack Cochran
Vice President, Marketing & Investor Relations
Tel: +1-954-637-80483
Email: ir@nv5.com 

FAQ

What is the merger deal value per share for NV5 (NVEE) stockholders?

NV5 stockholders will receive approximately $23.00 per share, consisting of $10.00 in cash and $13.00 in Acuren common stock, subject to a 10% collar adjustment.

When will the NV5 and Acuren merger close?

The merger is expected to close promptly in August 2025, subject to customary closing conditions.

What percentage will NV5 shareholders own of the combined company after the merger?

Pre-merger NV5 stockholders will own approximately 40% of the combined company, while Acuren stockholders will own about 60%.

What was the outcome of NV5's Special Meeting of Stockholders on July 31, 2025?

At the Special Meeting, holders of a majority of NV5's outstanding common stock voted to approve the proposed merger with Acuren Corporation.

What are the main risks to the NV5-Acuren merger completion?

Key risks include potential failure to satisfy closing conditions, possible termination of the merger agreement, and potential delays in closing the transaction.