JBT Corporation (NYSE: JBT), a leading global technology
solutions provider to high-value segments of the food and beverage
industry, today announced that it expects the Icelandic Financial
Supervisory Authority of the Central Bank of Iceland (FSA) to
imminently approve the offer document and prospectus related to
JBT’s voluntary takeover offer to acquire all issued and
outstanding shares of Marel hf. (ICL: Marel).
Following the FSA’s approval of the required documents, JBT will
officially launch the voluntary takeover offer. JBT and Marel will
host a joint conference call on Thursday, June 20, 2024, at 10:00
AM Eastern Time to discuss the compelling rationale of the
transaction and benefits for customers and shareholders as well as
provide further details on synergy opportunities.
“JBT and Marel are two complementary industry leaders with core
technologies and services for the global food and beverage
processing industry,” said Brian Deck, President and Chief
Executive Officer of JBT Corporation. “Over the last several weeks,
the JBT and Marel teams have further refined the synergy potential
for this combination and begun pre-integration planning. We are
excited to host a combined conference call in the coming days to
further discuss the compelling industrial logic of the transaction
and value creation opportunities.”
Joint Conference Call on June 20, 2024
To participate in the joint conference call on Thursday, June
20, 2024, at 10:00 AM Eastern Time, please register in advance at
this website: Call Registration Link. The joint conference call
will include prepared remarks as well as a question-and-answer
session with sell-side research analysts. An audio-only webcast
with live stream and replay will also be available through this
website: Webcast Registration.
The joint conference call will also include a supplemental
presentation, which will be made available on both JBT's Investor
Relations Website and Marel's Investor Relations Website.
Additional Live Webcast of In-Person Meeting in Iceland on
June 24, 2024
Additionally, JBT and Marel will host an open investor meeting
on Monday, June 24, 2024, in Iceland at 9:00 AM Eastern Time at the
headquarters of Arion Bank. Please register in advance at the
following link if you would like to attend the investor meeting
in-person as capacity is limited: Registration for In-Person
Attendance. A live stream of the event will also be made available
on JBT's Investor Relations Website, Marel's Investor Relations
Website, and Arion Bank's Website.
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
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
Corporation 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 within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (Exchange Act), and the Private Securities Litigation
Reform Act of 1995 (PSLRA), and such statements are intended to
qualify for the protection of the safe harbor provided by the
PSLRA. 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 and our objectives, strategies, plans, goals and
targets. 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 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 of the offer that could
reduce anticipated benefits or cause the parties to abandon the
transaction; the possibility that JBT’s stockholders may not
approve the issuance of new shares of common stock in the offer;
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 JBT’s 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; difficulty in implementing our pure
play food and beverage strategy, including our ability to execute
on strategic investments, merger or acquisition opportunities; 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 the
Registration Statement on Form S-4, including the preliminary proxy
statement/prospectus contained therein, filed by JBT in connection
with the offer; 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 U.S. 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.
No Offer or Solicitation
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.
Overseas Jurisdictions
The release, publication or distribution of this release in or
into jurisdictions other than the United States, Iceland, the
Netherlands and Denmark may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than
the United States, Iceland, the Netherlands and Denmark should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Copies of this release and formal documentation relating to the
offer will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the offer
is sent or made available to Marel shareholders in that
jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
such jurisdiction.
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 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 has filed with the SEC
a Registration Statement on Form S-4, which contains a proxy
statement/prospectus. Additionally, JBT has also filed with the FSA
for approval a draft prospectus in accordance with Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 for the shares to be issued in connection with the offer and
for the listing and admission to trading on Nasdaq Iceland of JBT
securities (the prospectus). JBT has also filed a draft of the
offer document with the FSA. SHAREHOLDERS OF JBT AND MAREL ARE
URGED TO READ THE FORM S-4, INCLUDING THE PROXY
STATEMENT/PROSPECTUS CONTAINED THEREIN, THE PROSPECTUS, AND THE
OFFER DOCUMENT, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
THAT HAVE BEEN OR WILL BE FILED WITH THE SEC OR THE FSA CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. JBT and Marel
shareholders may obtain a free copy of the proxy
statement/prospectus (when available), 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. Following the launch of
the offer, 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://ir.jbtc.com/overview/default.aspx as well as a free copy of
the offer document.
Participants in the Solicitation
JBT and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of
JBT’s common stock in respect of the offer to Marel shareholders.
Information about the directors and executive officers of JBT is
set forth in the proxy statement for JBT’s 2024 Annual Meeting of
Stockholders, which was filed with the SEC on March 28, 2024, and
in the other documents filed after the date thereof by JBT with the
SEC. Investors may obtain additional information regarding the
interests of such participants by reading the proxy
statement/prospectus regarding the offer. You may obtain free
copies of these documents as described in the preceding
paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20240618306695/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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