DEFM14A: Crawford United to Merge with SPX in $300M All-Cash Deal

Crawford United Corporation shareholders are set to vote on a definitive merger agreement with SPX Enterprises, LLC, valuing the company at an estimated $300 million, or $83.42 per share in cash.

Summary

• Crawford United Corporation (Crawford United) has entered into a definitive Agreement and Plan of Merger with SPX Enterprises, LLC (SPX) and its wholly-owned subsidiary, Project King Acquisition, Inc. (Merger Sub).
• Merger Sub will merge into Crawford United, with Crawford United continuing as the surviving corporation and a wholly-owned subsidiary of SPX.
• Each outstanding share of Crawford United common stock (Class A and Class B) will be converted into the right to receive an estimated cash consideration of $83.42 per share, without interest, after anticipated adjustments for indebtedness and expenses.
• The aggregate transaction value is approximately $300 million.
• The Board of Directors of Crawford United unanimously declared the merger advisable, fair, and in the best interests of the company and its shareholders, recommending a vote FOR the Merger Agreement Proposal.
• Crawford United's Class A common shares, currently quoted on the OTC Pink Limited Market under the symbol CRAWA, will no longer be publicly traded if the merger is consummated.
• The merger is subject to shareholder approval, requiring an affirmative vote of holders of a majority of the voting power and at least two-thirds of outstanding Class A common shares.
• Directors and executive officers, holding approximately 75% of the total voting power and 70% of Class A common shares, have entered into voting agreements to support the merger.
• Stout Risius Ross, LLC provided a fairness opinion to the Board, stating that the Merger Consideration was fair, from a financial point of view, to the holders of Class A and Class B common shares, collectively as a group.
• The merger is expected to close as early as the first quarter of 2026, subject to customary closing conditions, including HSR Act clearance and a cap on dissenters' rights claims (not more than 6.0% of outstanding shares).

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the significant cash premium offered to shareholders, the unanimous board recommendation, and the certainty of an all-cash transaction. While inherent risks of any merger are acknowledged, the overall tone and financial terms presented suggest a favorable outcome for shareholders.

Positives

• The merger consideration of an estimated $83.42 per share provides certain and immediate cash value and liquidity to shareholders.
• The estimated $83.42 per share represents a premium of approximately 48% over Crawford United's 12-month average closing share price of $56.14 as of December 2, 2025.
• The Board determined the merger consideration is more favorable than other strategic options, including remaining a standalone public company, given the risks and uncertainties of a standalone strategy.
• The all-cash consideration eliminates the need for Crawford United to raise substantial additional dilutive capital for future growth, a risk identified for a standalone company.
• The likelihood of completing the merger is high due to specific and limited conditions, the absence of a financing condition, SPX's financial strength, and the support of major shareholders (75% of voting power committed).
• The merger is not subject to SPX stockholder approval, reducing execution risk.
• The Merger Agreement includes provisions allowing Crawford United to engage with superior proposals under certain conditions, and the termination fee is considered reasonable and unlikely to deter competing bids.
• Stout Risius Ross, LLC provided a fairness opinion, concluding the merger consideration was fair from a financial point of view to shareholders.

Negatives

• Shareholders will forgo any potential future increase in Crawford United's value as an independent, publicly-traded company.
• Completion of the merger requires antitrust clearance in the U.S. and satisfaction of other closing conditions not entirely within Crawford United's control.
• A condition to closing is that not more than 6.0% of outstanding common shares are subject to dissenters' rights claims.
• The merger and its public announcement could negatively impact Crawford United's operations and relationships with suppliers, business partners, management, and employees.
• If the merger is not consummated, Crawford United may be required to pay SPX a termination fee of $9 million.
• Interim operating covenants restrict Crawford United's business conduct prior to closing, potentially limiting new business opportunities.
• There is an inherent risk of litigation related to the transaction, including potential shareholder lawsuits.
• The receipt of merger consideration will generally be a taxable transaction for U.S. federal income tax purposes for shareholders.
• The trading price of Crawford United Class A common shares was greater than the Merger Consideration at the time the Board approved the transactions, and might have increased further in the future.

Risks

• Risks and uncertainties with respect to the timing of and any potential delay in consummating the Merger.
• The risk that the conditions to closing of the Merger (including necessary regulatory approvals) may not be satisfied in the anticipated timeframe or at all.
• The risk that regulatory approvals required for the Merger are obtained subject to unanticipated conditions.
• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including the emergence of any Superior Proposal.
• Uncertainties with respect to the extent of the adjustments to the Merger Consideration, which could result in the per-share consideration being an amount other than $83.42.
• The possibility of unexpected costs, liabilities, or delays in connection with the Merger.
• Risks that the Merger disrupts current plans and operations of SPX or Crawford United.
• The risk that the disruption from the transaction may make it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with Crawford United's vendors and others.
• Risks and uncertainties with respect to SPX's ability to recognize the anticipated benefits of the transaction.
• The outcome of any legal proceedings that may arise with respect to the transaction.
• Possible negative effects of the announcement of the Merger on the market price of Crawford United's common shares and/or operating results.
• The risk that the Merger is not consummated, leading to potential adverse effects on Crawford United's trading price and the expenditure of significant time and effort by management.
• The risk that regulatory agencies would not approve the Transactions or would impose terms and conditions on their approvals that would materially impair business operations or impact expected synergies.

Future Outlook

The merger is expected to be completed as early as the first quarter of 2026, at which point Crawford United will become a wholly-owned subsidiary of SPX Enterprises, LLC. Its Class A common shares will be delisted from the OTC Pink Limited Market and deregistered under the Securities Exchange Act of 1934, ceasing to file periodic reports with the SEC. Shareholders will receive cash for their shares and will no longer have equity ownership in the company.

Management Comments

• Brian E. Powers, President and Chief Executive Officer, thanked shareholders for their support and appreciated their consideration of these matters in the letter to shareholders.

Industry Context

SPX Technologies, Inc., the parent of the acquirer, is a diversified global supplier of infrastructure equipment, serving HVAC and detection and measurement markets. Crawford United is a growth-oriented holding company providing specialty industrial products to diverse markets including healthcare, aerospace, defense, education, transportation, and petrochemical. This acquisition appears to be a strategic move by SPX to expand its portfolio into specialty industrial products, potentially leveraging Crawford United's established subsidiaries and market presence across various industrial sectors.

Comparison to Industry Standards

• Stout Risius Ross, LLC's financial analysis included a selected public companies analysis, comparing Crawford United to a group of publicly traded companies operating in similar industries. These companies included SPX Technologies, Inc., RBC Bearings Incorporated, AAON, Inc., Johnson Controls International plc, Kennametal Inc., TriMas Corporation, Park-Ohio Holdings Corp., CECO Environmental Corp., NN, Inc., Lennox International Inc., Carrier Global Corporation, TerraVest Industries Inc., and Ampco-Pittsburgh Corporation.
• The analysis compared Enterprise Value to estimated 2025 and 2026 EBITDA multiples of these selected public companies to derive a valuation range for Crawford United.

Management Changes

Corporate Governance

Legal Proceedings

• The filing acknowledges the inherent risk of litigation in relation to the transactions, including potential shareholder litigation in connection with the execution of the Merger Agreement and the consummation of the Merger.
• Crawford United has agreed to promptly advise Parent of any legal action commenced or threatened by shareholders relating to the merger and to give Parent the opportunity to participate in the defense and settlement of such litigation.

Related Party Transactions

• Crawford United entered into Transaction Bonus Agreements on December 5, 2025, with Ambassador Edward F. Crawford (Chairman), Brian E. Powers (President and CEO), and Jeffrey J. Salay (CFO).
• Ambassador Crawford is entitled to a one-time cash bonus of $1,000,000 upon merger completion.
• Mr. Powers is entitled to a one-time cash bonus of $1,000,000, plus estimated 2025 performance bonuses of $566,750 and pro rata 2026 performance bonuses of $71,426.
• Mr. Salay is entitled to a one-time cash bonus of $500,000, plus estimated 2025 performance bonuses of $243,875 and pro rata 2026 performance bonuses of $30,735.
• These bonuses are contingent upon continuous employment through the merger's consummation and providing a release in favor of Crawford United.

Stakeholder Impact

• Shareholders: Will receive an estimated $83.42 per share in cash, providing immediate liquidity and a significant premium over historical trading prices, but will no longer hold equity in the company or participate in its future growth.
• Executive Officers and Directors: Will receive transaction bonuses and continued indemnification and D&O insurance coverage, creating financial interests in the merger that may differ from general shareholders.
• Employees: The merger may disrupt current plans and operations, potentially making it more difficult to retain and hire key personnel.
• Customers and Suppliers: Potential negative effects on relationships due to the change in ownership and operational structure.
• Creditors: The merger consideration includes adjustments for satisfaction of indebtedness, ensuring creditors are addressed.

Next Steps

• Crawford United shareholders will vote on the Merger Agreement Proposal, Merger-Related Compensation Proposal, and Adjournment Proposal at a Special Meeting on February 3, 2026.
• The parties will work to obtain required regulatory approvals, including the expiration or termination of the waiting period under the HSR Act.
• Upon satisfaction or waiver of all closing conditions, the merger will be consummated, and Crawford United will become a wholly-owned subsidiary of SPX.
• Crawford United Class A common shares will be delisted from the OTC Pink Limited Market and deregistered with the SEC.

Key Dates

Recommendation

The definitive merger agreement offers a substantial premium of approximately 48% over the 12-month average closing price of Crawford United's thinly traded Class A common shares. The all-cash nature of the deal provides immediate liquidity and certainty of value, mitigating market volatility and the inherent risks of a standalone strategy, including the need for dilutive capital raises. The unanimous board recommendation and the commitment of major shareholders (75% of voting power) through voting agreements significantly de-risk the transaction's completion. While there are standard merger-related risks, the compelling premium and high probability of closing make this a strong buy for investors seeking a quick, profitable exit.

Keywords

Merger, Acquisition, SPX Enterprises, Crawford United, Specialty Industrial Products, Cash Consideration, Shareholder Vote, SEC Filing, Corporate Governance, Risk Management, Financial Reporting, OTC Pink Market, Dissenters Rights, Antitrust Approval, Proxy Statement