DEFA14A: NV5 Global Advances Merger with Acuren Amid Shareholder Lawsuits and Supplemental Disclosures

NV5 Global provides key updates on its merger with Acuren Corporation, including regulatory clearance and the expiration of the go-shop period without a superior offer, while simultaneously addressing ongoing stockholder litigation alleging material omissions in proxy statements.

Summary

• NV5 Global, Inc. and Acuren Corporation are progressing with their merger, initially announced on May 14, 2025, with an expected completion in August 2025, subject to stockholder and regulatory approvals.
• The HSR Act waiting period expired on July 14, 2025, and the 60-day 'go-shop' period also concluded on July 14, 2025, with NV5 not receiving any superior acquisition proposals.
• NV5 has received several demand letters and two lawsuits (Williams v. NV5 Global, Inc., et al. and Miller v. NV5 Global, Inc., et al., both filed in July 2025) from purported stockholders alleging material omissions in the Definitive Proxy Statement, violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.
• NV5 denies the allegations but has provided supplemental disclosures to moot the claims and minimize litigation risks, without admitting liability or wrongdoing.
• Supplemental disclosures include details on confidentiality agreements with Party A (May 16, 2025) and Party B (May 17, 2025), which did not contain 'don't-ask-don't-waive' language.
• Acuren's revised non-binding offer on March 12, 2025, was $23.00 per share, consisting of $10.00 cash and 1.08 shares of Acuren Common Stock.
• Baird's financial analysis for NV5 indicated implied per share values ranging from $20.32 to $30.97 based on selected transaction Adjusted EBITDA multiples (average $26.12, median $26.15), and $18.28 to $29.31 from discounted cash flow analysis, compared to the $23.00 merger consideration.
• Baird's analysis for Acuren showed an implied range of values for Acuren Common Stock of $7.90 to $13.15 per share from discounted cash flow analysis, compared to its then-current price of $10.64 per share.
• As of the supplement date, no new agreements or substantive discussions regarding post-merger compensation or employment have occurred between Acuren and NV5's executive officers, beyond existing Merger Agreement provisions for equity awards.

Sentiment

Score: 6

Explanation: The filing provides positive updates on the merger's progress, including regulatory clearance and the absence of a superior offer, which de-risks the transaction. However, the ongoing stockholder lawsuits alleging material omissions introduce legal and reputational uncertainty. The valuation analysis by Baird suggests the merger consideration is reasonable but potentially on the lower end compared to some implied values, which could fuel further shareholder discontent.

Positives

• The HSR Act waiting period expired on July 14, 2025, removing a significant regulatory hurdle for the merger.
• The 60-day 'go-shop' period concluded on July 14, 2025, without NV5 receiving a Superior Proposal, suggesting the current merger agreement is the most favorable offer.
• The merger is expected to be completed in August 2025, providing a clear and relatively near-term timeline for the transaction.
• Baird's valuation analysis indicates that the $23.00 per share merger consideration for NV5 is within the implied per share value ranges derived from various financial methodologies, suggesting a reasonable offer.

Negatives

• NV5 is facing multiple demand letters and two lawsuits from purported stockholders alleging material omissions in the Definitive Proxy Statement, which introduces legal uncertainty and potential costs.
• Despite denying the allegations, NV5 provided supplemental disclosures 'solely to moot the claims' and 'without admitting any liability or wrongdoing,' indicating a defensive posture to avoid litigation.
• Some of Baird's implied per share values for NV5, particularly the average and median from selected transaction Adjusted EBITDA analysis ($26.12 and $26.15 respectively) and the upper end of the DCF range ($29.31), are higher than the $23.00 merger consideration, which could be a point of contention for shareholders.

Risks

• Stockholders of NV5 may not approve the Merger Agreement.
• Stockholders of Acuren may not approve the issuance of new shares of Acuren Common Stock in the Merger.
• A condition to closing of the Merger may not be satisfied, or either party may terminate the Merger Agreement.
• The Closing of the merger might be delayed or not occur at all.
• Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger.
• Diversion of management time on transaction-related issues.
• The ultimate timing, outcome, and results of integrating the operations of NV5 and Acuren.
• The effects of the business combination of NV5 and Acuren, including the combined company's future financial condition, results of operations, strategy, and plans.
• The ability of the combined company to realize anticipated synergies in the timeframe expected or at all.
• Changes in capital markets and the ability of the combined company to finance operations in the manner expected.
• Regulatory approval of the transaction.
• The effects of commodity prices.
• Risks related to the demand for Acuren and NV5's services.
• Operating costs and business disruption may be greater than expected following the public announcement or consummation of the Merger.

Future Outlook

The merger between NV5 and Acuren is anticipated to close in August 2025, contingent upon receiving necessary stockholder and regulatory approvals. The companies continue to manage the transaction process and address related legal challenges.

Management Comments

• NV5 believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable laws.
• Solely to moot the claims in the Demand Letters and Complaints and minimize the risk, costs, burden, nuisance and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, NV5 hereby supplements the disclosures contained in the Definitive Proxy Statement.
• NV5 vigorously denies all allegations in the Demand Letters and the Complaints, including that any additional disclosure was or is required, and believes that the supplemental disclosures contained herein are immaterial.

Industry Context

The merger between NV5 Global (engineering and environmental consulting) and Acuren Corporation (testing, inspection, and certification) reflects a broader trend of consolidation within the professional services and infrastructure sectors. Companies in these industries often seek growth through strategic acquisitions to expand service offerings, geographic reach, and market share, as evidenced by the comparable public companies and transaction multiples cited in the filing (e.g., AECOM, Jacobs Solutions, WSP Global, Tetra Tech, Bureau Veritas, SGS S.A.).

Comparison to Industry Standards

• **NV5 Valuation (Merger Consideration $23.00/share):** Compared to selected public engineering and environmental consulting companies (e.g., AECOM, Jacobs Solutions Inc., WSP Global Inc., Tetra Tech, Inc.), Baird's implied per-share values for NV5 from selected public company analysis and discounted cash flow analysis (ranging from $18.28 to $29.31) suggest the $23.00 offer is within or below the range of peer valuations. For instance, the average and median implied values from selected transactions based on LTM Adjusted EBITDA were $26.12 and $26.15, respectively, both above the offer price.
• Compared to selected acquisition transactions in the sector (e.g., Power Engineers acquired by WSP Global Inc. at 15.2x LTM EBITDA, Atlas Technical Consultants acquired by GI Partners at 13.9x LTM EBITDA), the implied per-share values for NV5 based on LTM Adjusted EBITDA ($145.6M) and Adjusted EBIT ($77.0M) from these transactions (e.g., $20.32 to $30.97 for EBITDA, $14.86 to $27.07 for EBIT) indicate the $23.00 offer is within the range, but potentially on the lower side compared to some recent transaction multiples.
• **Acuren Valuation (Current Price $10.64/share):** Compared to selected publicly traded testing, inspection, and certification companies (e.g., Bureau Veritas SA, Intertek Group plc, SGS S.A.), Acuren's implied per-share values from discounted cash flow analysis ($7.90-$13.15) suggest its current stock price of $10.64 is within a reasonable range for its industry peers.

Corporate Governance

Legal Proceedings

• Several demand letters received from purported NV5 stockholders alleging material information omissions in the Definitive Proxy Statement, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and seeking NV5 books and records pursuant to Section 220 of the Delaware General Corporation Law.
• A complaint filed on July 8, 2025, in the Supreme Court of the State of New York, County of New York, captioned Williams v. NV5 Global, Inc., et al., by a purported stockholder, alleging substantially the same claims as the Demand Letters.
• A complaint filed on July 9, 2025, in the Supreme Court of the State of New York, County of New York, captioned Miller v. NV5 Global, Inc., et al., by a purported stockholder, alleging substantially the same claims as the Demand Letters.

Stakeholder Impact

• **Shareholders (NV5):** Will vote on the merger; the $23.00 per share consideration is within Baird's valuation ranges but potentially below some implied values, which could lead to further dissent or legal challenges. The ongoing lawsuits create uncertainty.
• **Shareholders (Acuren):** Will vote on the issuance of new shares for the merger, impacting their ownership stake in the combined entity.
• **Employees:** Potential impact from the integration of operations post-merger; executive officers may enter new employment agreements with the combined company.
• **Management:** Time and resources are being diverted to address transaction-related issues and legal proceedings.

Next Steps

• NV5's stockholders will hold a special meeting on July 31, 2025, to vote on the Merger Agreement.
• Acuren stockholders will need to approve the issuance of new shares of Acuren Common Stock in the Merger.
• The companies must obtain any remaining regulatory approvals.
• Satisfaction or waiver of other conditions to the Merger as set forth in the Merger Agreement.
• Completion of the Merger is expected in August 2025.
• NV5's executive officers may enter into new agreements or amendments to existing employment/severance agreements with the combined company after the Merger.

Key Dates

Recommendation

The merger is progressing towards an August 2025 close, which provides a degree of certainty regarding the transaction's completion. However, the ongoing stockholder lawsuits alleging material omissions and the fact that the merger consideration of $23.00 per share is at the lower end or below some of Baird's implied valuation ranges for NV5 introduce uncertainty and potential for further legal challenges or shareholder dissatisfaction. While the HSR waiting period has expired and no superior offer emerged, the legal cloud and valuation optics suggest a 'hold' position until the outcome of the lawsuits and the finalization of the merger are clearer.

Keywords

Merger, Acquisition, SEC Filing, Proxy Statement, NV5 Global, Acuren Corporation, HSR Act, Go-Shop Period, Stockholder Lawsuit, Financial Analysis, Valuation, Engineering, Environmental Consulting, Infrastructure, Due Diligence