JBT Corporation Announces Extension of Voluntary Takeover Offer for All Marel hf. Shares to Accommodate Final Regulatory Review Process

Rhea-AI Summary

JBT announced an extension of its voluntary takeover offer for Marel hf. shares to accommodate regulatory reviews by the European Commission (E.C.) and Australian Competition and Consumer Commission (ACCC). The offer expiration has been extended from November 11 to December 20, 2024. JBT expects E.C. regulatory approval by late November following a 25-day Phase 1 review ending November 28. The company aims to receive ACCC approval in a similar timeframe. Settlement is expected by January 3, 2025, provided JBT achieves at least 90% acceptance of Marel shares.

Positive

• Extension granted by Financial Supervisory Authority shows regulatory process moving forward
• Clear timeline for regulatory approvals with E.C. decision expected by late November 2024
• Previous shareholder tenders remain valid without need for resubmission

Negative

• Delayed closing timeline from original November 11 to December 20, 2024
• Transaction still contingent on 90% minimum shareholder acceptance
• Multiple regulatory approvals still pending from E.C. and ACCC

Insights

Legal Expert

The extension of JBT's voluntary takeover offer for Marel hf. represents a significant regulatory milestone in this 3.7B market cap transaction. The key developments include the formal E.C. notification and the extension to December 20, 2024, allowing time for regulatory reviews by both the E.C. and ACCC. The 90% minimum acceptance threshold is important for deal completion. The extended settlement period from 3 to 5 business days provides additional flexibility for closing, now targeted for January 3, 2025. The regulatory review process, particularly the E.C.'s 25-day Phase 1 review ending November 28, suggests a thorough but standard merger control assessment without immediate competition concerns that would trigger a longer Phase 2 investigation.

Financial Analyst

This regulatory progress signals strong momentum toward completing JBT's strategic acquisition of Marel. The timing extension is a normal procedural step that shouldn't raise concerns about deal certainty. The 90% acceptance threshold remains the key variable for success. If achieved, this acquisition would significantly expand JBT's market presence in food processing technology. The structured timeline with clear regulatory milestones and settlement dates provides transparency for shareholders and reduces execution uncertainty. The involvement of top-tier advisors like Goldman Sachs and established local market experts further strengthens the transaction's credibility and likelihood of completion.

CHICAGO--(BUSINESS WIRE)-- JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food and beverage industry, today announced that the Financial Supervisory Authority of the Central Bank of Iceland (FSA) has granted an extension of the expiration of JBT’s voluntary takeover offer to acquire all issued and outstanding shares of Marel hf. (ICL: Marel).

The extension was granted to accommodate the regulatory reviews by the European Commission (E.C.) and Australian Competition and Consumer Commission (ACCC). On October 23, 2024, following the completion of pre-notification information exchanges with the E.C., JBT formally notified the E.C. under EU Merger Regulation of JBT’s proposed acquisition of Marel. The E.C. is now formally reviewing the notification, and the standard 25 working day Phase 1 review period comes to an end on November 28, 2024. Accordingly, JBT anticipates receiving regulatory approval from the E.C. in late November and is targeting to receive regulatory approval from the ACCC during a similar timeframe to the E.C. approval.

The voluntary takeover offer, which was scheduled to expire on November 11, 2024, will now expire on December 20, 2024, unless such offer period is further extended in accordance with applicable laws and the terms of the definitive agreement between JBT and Marel. Shareholders that have previously tendered their Marel shares do not need to re-tender their Marel shares or take any other action in response to the extension of the voluntary takeover offer.

Provided JBT achieves a minimum acceptance by Marel shareholders, representing at least 90 percent of all Marel shares, JBT plans to settle the offer consideration to Marel shareholders within 5 Icelandic business days from the new expiration date of the offer period (based on a planned amendment to the offer document, extending the settlement period from 3 to 5 business days). 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/20241030517556/en/

Investors & Media:

Marlee Spangler

(312) 861-5789

marlee.spangler@jbtc.com

Source: JBT Corporation

FAQ

When is the new expiration date for JBT's takeover offer of Marel shares?

JBT's takeover offer for Marel shares has been extended to December 20, 2024.

What is the minimum acceptance threshold required for JBT's acquisition of Marel?

JBT requires a minimum acceptance of at least 90% of all Marel shares for the takeover to proceed.

When does JBT expect to receive European Commission approval for the Marel acquisition?

JBT anticipates receiving European Commission regulatory approval in late November 2024, following a 25-day Phase 1 review ending November 28.

When is the expected settlement date for JBT's acquisition of Marel shares?

The settlement is expected to close no later than January 3, 2025, within 5 Icelandic business days from the offer period expiration.