JBT Corporation Announces the Approval of Required Documents to Launch the Voluntary Takeover Offer for Marel hf.
JBT (NYSE: JBT) has received approval from Iceland's Financial Supervisory Authority for its voluntary takeover offer of Marel hf. (ICL: Marel). The offer will be launched on June 24, 2024, giving Marel shareholders the option to receive cash, JBT stock, or a combination of both. The total consideration is approximately €950 million in cash and 38% ownership in the merged entity. The combined company, JBT Marel , will be headquartered in Chicago, with a European headquarters in Gardabaer, Iceland. Regulatory clearances and shareholder approvals are required for the transaction, expected to close by year-end 2024. An investor meeting will be held in Iceland on June 24, 2024, with a live stream available online.
- Approval from Iceland's FSA for JBT's voluntary takeover offer of Marel, facilitating the acquisition process.
- The offer provides Marel shareholders flexibility in choosing cash, stock, or a combination, enhancing attractiveness.
- Estimated €950 million cash consideration and 38% ownership in the merged company for Marel shareholders.
- Combined company will maintain NYSE listing and apply for secondary listing on Nasdaq Iceland, increasing market presence.
- Designation of Gardabaer, Iceland as a European headquarters and global technology center, strengthening global operations.
- Transaction closing dependent on multiple regulatory clearances and 90% shareholder acceptance, posing potential delays.
- Requirement for JBT shareholder approval of new stock issuance, adding an additional layer of complexity and uncertainty.
Insights
The announcement that JBT Corporation is initiating a voluntary takeover of Marel hf. will likely have significant financial implications. The offer, which includes options for all cash, all JBT stock, or a combination, is valued at approximately
The exchange rate utilized, with a JBT reference share price of
In the short term, the market may react to perceived dilution and integration risks, although the long-term outlook could be positive if the merger achieves expected efficiencies.
From a legal standpoint, the takeover involves multiple layers of regulatory scrutiny and shareholder approvals. The transaction is subject to antitrust clearances, including U.S. Hart-Scott-Rodino Act compliance, which has already expired and other international competition laws. The necessity for 90 percent of Marel’s outstanding shares to be tendered underscores the importance of shareholder consensus in this deal.
The legal advisors, including Kirkland & Ellis LLP and LEX, are reputable firms capable of navigating complex regulatory environments, enhancing confidence in the transaction’s legal robustness.
The combined company's dual listing on NYSE and proposed listing on Nasdaq Iceland highlights a strategic move to bolster investor access and market visibility for JBT Marel Corporation.
This acquisition is a strategic play to consolidate JBT’s position in the high-value food and beverage technology space. By integrating Marel’s expertise and technologies, JBT aims to enhance its product offerings and geographic reach. The establishment of a European headquarters in Iceland aligns with these strategic goals, potentially improving service delivery and innovation capabilities.
Given the industry's competitive landscape, this merger could provide JBT with a more diversified portfolio and enhanced market share. However, the success of this integration will hinge on effectively merging operations and realizing projected synergies, which are critical for long-term growth and profitability.
Voluntary Takeover Offer Summary
The terms of the offer will be consistent with JBT’s prior announcements. Subject to a proration feature, Marel shareholders will have the option to elect to receive either all cash, all JBT common stock, or a combination of cash and JBT common stock in respect of each Marel share as outlined below:
-
All cash:
€3.60 in cash - All JBT common stock: 0.0407 JBT shares
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Combination of cash and JBT common stock:
€1.26 in cash and 0.0265 JBT shares
The economic terms above utilize a reference share price of
The combined company will remain listed on the New York Stock Exchange (NYSE) and is in the process of submitting a secondary application to list the JBT shares being issued in connection with the offer on Nasdaq Iceland. The combined company will be named JBT Marel Corporation. The combined company will be headquartered in
The offer document containing the terms and conditions of the offer will be sent to Marel’s shareholders. The offer document and the prospectus will also be available on the offer’s website (www.arionbanki.is/marel) and the investor relations websites of JBT (www.jbtc.com) and Marel (www.marel.com/ir).
Transaction Closing Requirements and Timeline
The timeline to close the transaction remains primarily dependent on the regulatory clearance process, including those required under antitrust and competition laws. The waiting period for JBT and Marel’s filing under the
In addition to applicable regulatory clearances, closing of the transaction is subject to at least 90 percent of Marel’s outstanding shares being tendered into the offer, approval by JBT stockholders of the issuance of JBT stock in connection with the offer and satisfaction or waiver of other closing conditions. JBT continues to plan for a transaction close by year end 2024.
Live Webcast of In-Person Meeting in
JBT and Marel will host an open investor meeting on Monday, June 24, 2024, in
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 for 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
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
Overseas Jurisdictions
The release, publication or distribution of this release in or into jurisdictions other than
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
It is important that
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 preliminary proxy statement/prospectus. Additionally, JBT has filed with the FSA a 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) and an offer document, which have been approved by 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. 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240620353560/en/
Investors & Media:
Kedric Meredith
(312) 861-6034
kedric.meredith@jbtc.com
Marlee Spangler
(312) 861-5789
marlee.spangler@jbtc.com
Source: JBT Corporation
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