JBT Corporation (NYSE: JBT), a leading global technology
solutions provider to high-value segments of the food and beverage
industry, today announced receipt of all remaining regulatory
clearances required to complete its proposal to acquire all issued
and outstanding shares of Marel hf. (ICL: Marel). On November 26,
2024, the European Commission (E.C.) adopted a clearance decision
at the end of its Phase 1 review period. Additionally, on November
22, 2024, JBT received formal confirmation that the Australian
Competition and Consumer Commission does not oppose the
transaction.
JBT’s voluntary takeover offer will expire on December 20, 2024,
at 12:00 GMT, unless such offer period is further extended in
accordance with applicable laws and the terms of the definitive
agreement between JBT and Marel. Provided JBT achieves a threshold
acceptance by Marel shareholders, representing at least 90 percent
of all Marel shares, JBT will settle the offer consideration to
Marel shareholders within 5 Icelandic business days from the
expiration date of the offer. The settlement of the transaction is
therefore expected to close no later than January 3, 2025, taking
into account all bank holidays in the Icelandic market.
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 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 (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 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 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241127008128/en/
Investors & Media: Marlee Spangler (312) 861-5789
marlee.spangler@jbtc.com
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