Filed by John Bean Technologies Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:
John Bean
Technologies Corporation
(Commission File No. 001-34036)
Marel hf.
The following is a transcript and
English translation of an interview given by Brian Deck, Chief Executive Officer of John Bean Technologies Corporation, and Árni Sigurðsson, Chief Executive Officer of Marel hf., broadcasted during a news segment on the
Icelandic National Broadcasting Service on December 11, 2024:
Reporter: The company Marel will not become a foreign company even though the
U.S. corporation JBT acquires a stake in it, says Marelss CEO. Important operations will remain in Iceland. Shareholders in JBT almost unanimously approved the companys takeover of Marel and now the decision of Marels shareholders
is awaited, which is expected next week. The merger process has been ongoing for about a year. Shareholders and others were invited to a presentation today at Marel with representatives from JBT and Marel. JBTs CEO says there are significant
synergies from the merger of the companies.
Brian: The valuation all things considered is about three point five billion euros and together we
should have a market capitalization north of six billion dollars on a combined basis so we would be the largest, one of the largest, if not the largest food-technology business globally so it´s quite exciting.
Reporter: If everything goes according to plan, Marels shareholders will own thirty-eight percent of the merged company. Deck says Marels
facilities are known to be very good, and the employees knowledge extensive. Therefore, the operations will continue in Iceland.
Brian:
Absolutely, yes so this is a wonderful facility, we recognize the legacy, the importance culturally of this facility. This is something we´ve talked about with the Marel shareholders as well as their board of directors, that is certainly
something that we feel is important to the combined success of the business absolutely.
Reporter: Árni Sigurðsson, CEO of Marel,
says that the combined company will have over twelve thousand employees and customers in more than 200 countries. It is probably safe to say that Marel has been the nations darling, similar to what was said about Eimskip in the last century.
When asked if the company was becoming foreign. Árni said that it depends on the development of certain factors, but Marels shareholders, some of whom have been shareholders for a long time, will remain shareholders.
Árni Sigurðsson: And I hope that continues. Then it is clear that we have an important operational base, Icelandic shareholders, so I
dont think it can be said that Marel is directly becoming foreign, but this is obviously a change, and the headquarters of the company will be in the United States, that is correct, but we will continue to have important operations here.
IMPORTANT NOTICES
This communication is not intended to
and does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 communication 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 John Bean Technologies Corporation (JBT)
in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.