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.
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Brian Deck |
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John Bean Technologies Corporation |
President & CEO |
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70 West Madison Street |
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Suite 4400 |
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Chicago, IL 60602 |
To: |
JBT Global Distribution |
Re: |
JBTs Intention to Merge with Marel |
All,
As a follow-up to
my previous communication, today we confirmed JBTs intention to pursue a merger with Marel by acquiring all Marels issued and outstanding common stock in exchange for JBT stock and cash. We are at a procedural step where we have only
stated our intentions publicly, and it will take several weeks before we are able to launch an actual offer to Marel shareholders. This offer will be subject to certain conditions including:
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Acceptance of the offer by Marel shareholders |
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The favorable recommendation from the Marel Board of the offer |
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JBT shareholders approving the issuance of JBT shares to be offered as part of the transaction
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Receipt of required regulatory (antitrust) clearances |
As such, its going to take several months to complete everything we need to do. We hope to close by the end of 2024, but at this point there is no
assurances on the timeline, that a final agreement with Marel will be reached, or that our offer will be accepted.
I believe that this highly synergistic
merger with Marel would create a compelling platform to accelerate growth and provide meaningful value to JBT and Marel stakeholders.
This merger will
significantly advance our mission to be a truly exceptional global provider of food and beverage technology solutions. By combining our two renown companies, well offer a wider range of products, well-known brands, and great technology. We
expect our customers to benefit from more product choices and better expertise. Our combined research and development efforts, along with stronger worldwide customer support, will focus on making equipment more reliable and efficient. This includes
our respective unique digital solutions, OmniBlu and Innova.
The combined company would also have an expanded global footprint, which will allow global
customers to access industry leading technology and service worldwide more efficiently. Together, the combined company would be expected to continue to leverage the need for automation solutions in the food and beverage industry and make a greater
impact on customer sustainability objectives by offering innovative solutions that provide more responsible use of the worlds precious food, beverage, water, and energy resources.