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Acuren Corporation has filed an amended S-4 registration statement for a proposed merger with NV5 Global. Under the merger agreement dated May 14, 2025, NV5 stockholders will receive for each share: (1) Acuren common stock worth $13.00 (subject to exchange ratio adjustments) plus (2) $10.00 in cash. The merger consideration represents a 32% premium to NV5's 30-day VWAP as of May 14, 2025.
Key terms include:
- Post-merger ownership: Acuren stockholders ~60%, NV5 stockholders ~40%
- Exchange ratio adjustments with 10% collar: 1.3636 shares (floor) to 1.1157 shares (ceiling)
- Voting agreements secured from holders of 44.7% of Acuren shares and 16.7% of NV5 shares
- Special stockholder meetings scheduled for July 31, 2025
Both boards have unanimously approved the merger. Acuren is an emerging growth company expected to lose this status on January 1, 2026.