JBT John Bean Technologies Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2024

 

John Bean Technologies Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-34036		91-1650317
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

70 West Madison Street, Suite 4400

Chicago, IL 60602

(Address of principal executive offices, including Zip Code)

(312) 861-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		JBT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On August 8, 2024, John Bean Technologies Corporation, a Delaware corporation (“JBT”), held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, a total of 30,077,405 shares of JBT common stock, out of a total of 31,839,909 shares of JBT common stock outstanding and entitled to vote as of the close of business on June 18, 2024, the record date for the Special Meeting, were present either in person (by virtual presence online at the virtual Special Meeting) or by proxy, which constituted a quorum. JBT’s stockholders voted on the following proposals and cast their votes as described below. Each proposal is described in detail in JBT’s proxy statement/prospectus dated June 25, 2024, which was first mailed to JBT’s stockholders on or about June 25, 2024.

Proposal 1 – Approval of the Stock Issuance

JBT’s stockholders approved the issuance of shares of JBT common stock (the “Stock Issuance”) to shareholders of Marel hf. (“Marel”) in connection with the transactions contemplated by the Transaction Agreement entered into by JBT, John Bean Technologies Europe B.V., a subsidiary of JBT, and Marel on April 4, 2024. The votes on this proposal are set forth below:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,046,976		16,403		14,026		—

Proposal 2 – Adjournment of the Special Meeting

JBT’s stockholders voted on a proposal (the “Adjournment Proposal”) to approve the adjournment or postponement of the Special Meeting to another date, time or place, if necessary or appropriate, to, among other things, permit the further solicitation and vote of proxies if there are insufficient votes for the approval of the Stock Issuance. The votes on this proposal are set forth below:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,930,491		3,134,002		12,912		—

Because there were sufficient votes at the time of the Special Meeting to approve the Stock Issuance, a vote on the Adjournment Proposal, while approved, was not necessary.

IMPORTANT NOTICES

This Current Report on Form 8-K (this “Report”) 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 Report is not an offer of securities for sale in the United States, Iceland, the Netherlands or Denmark.

 

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NOTE TO U.S. SHAREHOLDERS

It is important that U.S. shareholders understand that JBT’s voluntary takeover offer for all of the issued and outstanding shares of Marel (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 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 Securities and Exchange Commission (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 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.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Exhibit
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 9, 2024

 

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