JBT Corporation (NYSE: JBT), a leading global technology
solutions provider to high-value segments of the food and beverage
industry, today announced that its shareholders voted to approve
the issuance of shares of JBT common stock in connection with JBT’s
pending combination with Marel hf. (ICL: Marel) at the special
meeting of shareholders held earlier today.
“We are pleased with the outcome of today’s special meeting and
extend our appreciation to our shareholders for supporting the
combination with Marel,” said Brian Deck, President and Chief
Executive Officer of JBT. “Today’s shareholder approval marks
another major milestone in the process to combine our two
complementary food and beverage solutions businesses. The
compelling industrial logic of this transaction is expected to
generate meaningful benefits for our customers, employees,
shareholders and other stakeholders, and the JBT and Marel teams
are beginning integration planning to ensure alignment and day one
readiness.”
Over 99 percent of the shares voted at the special meeting were
voted in favor of the issuance of JBT shares for the Marel
transaction. The final voting results of the special meeting will
be filed as part of a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission (SEC).
JBT and Marel continue to make progress on the other
requirements to close the transaction. Regarding regulatory
workstreams, JBT and Marel have submitted filing materials in all
relevant jurisdictions and are now engaging with regulators in
pursuit of all requisite approvals to complete the combination. The
voluntary takeover offer to acquire all issued and outstanding
shares of Marel will expire on September 2, 2024, unless such offer
period is extended in accordance with the terms of the definitive
agreement between JBT and Marel. JBT is also actively working on
the secondary listing application for Nasdaq Iceland. JBT continues
to plan for a transaction close by year end 2024.
About JBT Corporation
JBT Corporation (NYSE: JBT) is a leading global technology
solutions provider to high-value segments of the food &
beverage industry. JBT designs, produces and services sophisticated
products and systems for a broad range of end markets, generating
roughly one-half of its annual revenue from recurring parts,
service, rebuilds and leasing operations. JBT employs approximately
5,100 people worldwide and operates sales, service, manufacturing
and sourcing operations in more than 25 countries. For more
information, please visit www.jbtc.com.
Forward-Looking Statements
This release contains forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are information of a non-historical
nature and are subject to risks and uncertainties that are beyond
JBT’s ability to control. These forward-looking statements include,
among others, statements relating to our business and our results
of operations, a potential transaction with Marel, our strategic
plans, our restructuring plans and expected cost savings from those
plans, and our liquidity. The factors that could cause our actual
results to differ materially from expectations include, but are not
limited to, the following factors: the occurrence of any event,
change or other circumstances that could give rise to the
termination or abandonment of the voluntary takeover offer to
acquire all issued and outstanding shares of Marel (the “Offer”);
the expected timing and likelihood of completion of the proposed
transaction with Marel, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals
for the Offer that could reduce anticipated benefits or cause the
parties to abandon the transaction; the risk that Marel and/or JBT
may not be able to satisfy the conditions to the Offer in a timely
manner or at all; the risk that the Offer and its announcement
could have an adverse effect on the ability of JBT and Marel to
retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers, and on their
operating results and businesses generally; the risk that problems
may arise in successfully integrating the businesses of Marel and
JBT, which may result in the combined company not operating as
effectively and efficiently as expected; the risk that the combined
company may be unable to achieve cost-cutting synergies or that it
may take longer than expected to achieve those synergies;
fluctuations in our financial results; unanticipated delays or
accelerations in our sales cycles; deterioration of economic
conditions, including impacts from supply chain delays and reduced
material or component availability; inflationary pressures,
including increases in energy, raw material, freight and labor
costs; disruptions in the political, regulatory, economic and
social conditions of the countries in which we conduct business;
changes to trade regulation, quotas, duties or tariffs;
fluctuations in currency exchange rates; changes in food
consumption patterns; impacts of pandemic illnesses, food borne
illnesses and diseases to various agricultural products; weather
conditions and natural disasters; the impact of climate change and
environmental protection initiatives; acts of terrorism or war,
including the ongoing conflicts in Ukraine and the Middle East;
termination or loss of major customer contracts and risks
associated with fixed-price contracts, particularly during periods
of high inflation; customer sourcing initiatives; competition and
innovation in our industries; our ability to develop and introduce
new or enhanced products and services and keep pace with
technological developments; difficulty in developing, preserving
and protecting our intellectual property or defending claims of
infringement; catastrophic loss at any of our facilities and
business continuity of our information systems; cyber-security
risks such as network intrusion or ransomware schemes; loss of key
management and other personnel; potential liability arising out of
the installation or use of our systems; our ability to comply with
U.S. and international laws governing our operations and
industries; increases in tax liabilities; work stoppages;
fluctuations in interest rates and returns on pension assets; a
systemic failure of the banking system in the United States or
globally impacting our customers’ financial condition and their
demand for our goods and services; availability of and access to
financial and other resources; the risk factors discussed in our
proxy statement/prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (File No. 333-279438), (the
“Securities Act”) on June 25, 2024, forming part of the
Registration Statement on Form S-4 (the “Registration Statement”),
initially filed by us on May 15, 2024 and declared effective on
June 25, 2024; and other factors described under the captions “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in JBT’s most recent Annual
Report on Form 10-K filed with the SEC and in any subsequently
filed Quarterly Reports on Form 10-Q. JBT cautions shareholders and
prospective investors that actual results may differ materially
from those indicated by the forward-looking statements. JBT
undertakes no obligation to publicly update or revise any
forward-looking statements whether as a result of new information,
future developments, subsequent events or changes in circumstances
or otherwise.
Important Notices
This release is not intended to and does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In particular,
this release is not an offer of securities for sale in the United
States, Iceland, the Netherlands or Denmark.
Note to U.S. Shareholders
It is important that U.S. shareholders understand that the Offer
and any related offer documents are subject to disclosure and
takeover laws and regulations in Iceland and other European
jurisdictions, which may be different from those of the United
States. The Offer will be made in compliance with the U.S. tender
offer rules, including Regulation 14E under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and any exemption
available to JBT in respect of securities of foreign private
issuers provided by Rule 14d-1(d) under the Exchange Act.
Important Additional Information
No offer of JBT securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption from registration, and applicable European
regulations, including the Icelandic Prospectus Act no. 14/2020 and
the Icelandic Takeover Act no. 108/2007 on takeovers. In connection
with the Offer, JBT filed with the SEC the Registration Statement
(File No. 333-279438) that included a proxy statement/prospectus
(the “Proxy Statement/Prospectus”). The Registration Statement was
declared effective by the SEC on June 25, 2024. Additionally, JBT
filed with the Financial Supervisory Authority of the Central Bank
of Iceland (the “FSA”) an offer document and a prospectus, which
have been approved by the FSA and which have been published.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,
THE PROSPECTUS, AND THE OFFER DOCUMENT, AS APPLICABLE, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC OR THE FSA CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION.
Shareholders may obtain a free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about JBT, without charge, at the SEC’s website at
www.sec.gov, and on JBT’s website at
https://ir.jbtc.com/overview/default.aspx. You may obtain a free
copy of the prospectus on the FSA’s website at www.fme.is and on
JBT’s website at https://www.jbtc.com/jbt-marel-offer-launch/ as
well as a free copy of the offer document.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240808197859/en/
Investors & Media:
Kedric Meredith (312) 861-6034 kedric.meredith@jbtc.com
Marlee Spangler (312) 861-5789 marlee.spangler@jbtc.com
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