JBT Corporation (NYSE: JBT), a leading global technology
solutions provider to high-value segments of the food and beverage
industry, today announced that JBT’s voluntary takeover offer to
acquire all issued and outstanding shares of Marel hf. (ICL: Marel)
expired on December 20, 2024, at 12:00 PM GMT.
JBT has now satisfied all conditions to the offer, including the
minimum acceptance condition with at least 90 percent of all issued
and outstanding shares of Marel having been validly tendered in the
offer. Further information regarding the final result of the offer,
including the number of shares tendered, will be disclosed in JBT’s
upcoming 8-K filing. JBT will complete the offer in accordance with
its terms given the minimum acceptance conditions and other
required conditions have been met.
“Today marks the final major milestone in combining JBT and
Marel to form a leading food and beverage process company,” said
Brian Deck, President and Chief Executive Office of JBT. “We are
pleased with the outcome of the Marel shareholders’ tender
decisions and extend our appreciation to shareholders for
supporting the transaction. The compelling industrial logic of this
transaction is clear, and we are focused on delivering meaningful
value for the combined company’s customers, employees, and
shareholders.”
Settlement of Offer Consideration
The settlement of the transaction is expected to occur on
January 2, 2025. All Marel shareholders who validly tendered their
shares had the option to elect to receive either all cash, all JBT
common stock, or a combination of cash and JBT common stock in
respect of their Marel shares, subject to the proration
feature.
It is JBT’s intention to acquire all of the issued and
outstanding Marel shares not yet validly tendered and to apply for
the Marel shares to be delisted from Nasdaq Iceland hf. (Nasdaq
Iceland) and Euronext Amsterdam as soon as permitted and reasonably
practicable under applicable laws and regulations. As JBT’s
ownership in Marel will exceed 90 percent of all Marel shares after
settlement of the offer, JBT intends to redeem any Marel shares not
tendered in the offer by way of a compulsory purchase, pursuant to
Article 110 of the Icelandic Takeover Act no. 108/2007, as amended,
within three months of the settlement of the offer.
Corresponding Corporate Name and Stock Ticker Symbol
Change
In conjunction with the combination of JBT and Marel, JBT will
change its corporate name and stock ticker symbol to “JBT Marel
Corporation” and “JBTM,” respectively, which is expected to occur
on or about January 2, 2025. JBTM shares will remain listed on the
New York Stock Exchange (NYSE) with a secondary listing on Nasdaq
Iceland. JBT has secured an approval for secondary listing on
Nasdaq Iceland. Shares of JBTM are expected to commence trading on
both NYSE and Nasdaq Iceland on January 3, 2025.
Transaction Advisors
Goldman Sachs Co LLC is acting as JBT’s financial advisor and
Kirkland & Ellis LLP and LEX are serving as JBT’s legal
counsel. Arion banki hf. is acting as JBT’s lead manager for the
Icelandic offer and advising on the Icelandic listing, and ABN AMRO
Bank N.V. is acting as JBT’s Euronext Amsterdam Exchange agent.
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 combination
transaction with Marel. 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 (the
“Offer”); the expected timing and likelihood of completion of the
proposed transaction with Marel; 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 resource; 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), on June
25, 2024, forming part of the Registration Statement on Form S-4,
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 Securities and Exchange
Commission (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, 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 is 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 of 1933, as amended, 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 a
registration statement on Form S-4 (File No. 333-279438) (the
“Registration Statement”) 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 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/20241219248571/en/
Investors & Media: Marlee Spangler (312) 861-5789
marlee.spangler@jbtc.com
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