Acuren Corp美股招股说明书(2025-07-01版)

Dear Stockholders of Acuren Corporation and NV5 Global, Inc.: On behalf of the boards of directors of Acuren Corporation (“Acuren”) and NV5Global, Inc. (“NV5”), we are pleased to enclose the accompanying joint proxystatement/prospectus relating to the merger between Acuren and NV5, as describedbelow, and are requesting that you take certain actions as an Acuren or NV5stockholder. On May14, 2025, Acuren, Ryder Merger Sub I, Inc., a Delaware corporation and adirect wholly-owned subsidiary of Acuren (“Merger Sub I”), Ryder Merger Sub II,Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acuren (“MergerSubII”) and NV5 entered into an agreement and plan of merger (as may be amendedfrom time to time, the “Merger Agreement”), pursuant to which Acuren agreed toacquire NV5 in a cash and stock transaction through mergers of subsidiaries of Acurenwith and into NV5 with the final entity surviving the mergers as a subsidiary ofAcuren (the “Merger”). If the Merger is consummated, NV5 stockholders will be entitled to receive foreach share of NV5 common stock (“NV5 Common Stock”): •a number of shares of Acuren common stock (“Acuren Common Stock”) (roundeddown to the nearest whole share subject to the payment of any cash in lieuof fractional shares as set forth in the Merger Agreement) equal to(i)$13.00 divided by (ii)the volume weighted average price (the “VWAP”)of Acuren Common Stock for the 10 full consecutivetrading days ending onand including the businessday prior to the closing of the Merger (the“Acuren Closing VWAP” and such quotient, the “Exchange Ratio”), subjectto adjustment as described below; plus•an amount in cash equal to $10.00, all as described in the Merger Agreement(the foregoing bullets collectively, the “Merger Consideration”). The Merger Consideration represents a 32% premium to NV5’s 30-day VWAP as ofMay14, 2025. The Merger Consideration may be adjusted in the event of any change inthe price of Acuren Common Stock that occurs during the period following the signingof the Merger Agreement and ending on the closing of the Merger in accordance withthe floating Exchange Ratio pursuant to the terms of the Merger Agreement.Specifically, in the event the Acuren Closing VWAP exceeds $10.593, which represents the VWAP of Acuren Common Stock over the 5-day trading period ended May 14, 2025(the “Acuren Signing VWAP”), the Exchange Ratio will be adjusted downwards, and inthe event the Acuren Closing VWAP is less than the Acuren Signing VWAP, the ExchangeRatio will be adjusted upwards, subject to a 10% collar. As a result of such collar,NV5 stockholders will receive 1.3636shares of Acuren Common Stock for each share ofNV5 Common Stock if the Acuren Closing VWAP is at or below $9.53, and 1.1157sharesof Acuren Common Stock for each share of NV5 Common Stock if the Acuren Closing VWAPis at or above $11.65. Following the completion of the Merger, it is anticipated that persons who werestockholders of Acuren and NV5 immediately prior to the Merger will own approximately60% and 40% of the combined company, respectively, on a fully diluted basis. Theexact equity stake of NV5 stockholders in Acuren will depend on the (i)number ofAcuren Common Stock and NV5 Common Stock issued and outstanding immediately prior tothe closing of the Merger and (ii)the final Exchange Ratio. Completion of the Merger requires, among other things, the separate approvals ofboth the Acuren stockholders and the NV5 stockholders. To obtain the requiredstockholder approvals, Acuren and NV5 will each hold special meetings of theirrespective stockholders in connection with the Merger. The obligations of Acuren andNV5 to complete the Merger are subject to the satisfaction or waiver of a number ofother conditions set forth in the Merger Agreement, a copy of which is attached asAnnexA to the accompanying joint proxy statement/prospectus. Table of Contents TheAcuren board of directors(the“Acuren Board”)has unanimously(i)approvedand declared advisable the Merger Agreement,the Merger andtheissuance of shares of Acuren Common Stock in connection with the Merger(the“Acuren Stock Issuance”)and the other transactions contemplatedthereby,(ii)determinedthat the terms of the Merger Agreement,theMergerand the Acuren Stock Issuance are fair to,and in the best interestsofAcuren and the Acuren stockholders,and(iii)recommendedthat Acurenstockholdersapprove the Acuren Stock Issuance(such proposal,the“AcurenStockIssuance Proposal”). TheNV5 board of directors(the“NV5 Board”)has determined that theMergerAgreement,the Merger and the other transactions contemplated by theMergerAgreement are fair to and in the best interests of NV5 and itsstockholders,has approved and declared advisable the Merger Agreement andthetransactions contemplated by the Merger Agreement,including theMerger,and has recommended that NV5 stockholders vote to adopt the MergerAgreement. At the 2025 annual meeting of Acuren stockholders (the “Acuren Meeting”),Acuren stockholders