JBT Corporation Shareholders Approve Combination with Marel hf.

Rhea-AI Summary

JBT (NYSE: JBT) announced that its shareholders have approved the issuance of shares for the pending combination with Marel hf. (ICL: Marel) at a special meeting. Over 99% of the shares voted were in favor of the transaction. This approval marks a significant milestone in combining the two complementary food and beverage solutions businesses.

The companies are making progress on other closing requirements, including regulatory filings in all relevant jurisdictions. The voluntary takeover offer for Marel shares will expire on September 2, 2024, unless extended. JBT is also working on a secondary listing application for Nasdaq Iceland. The transaction is expected to close by year-end 2024.

Positive

• Overwhelming shareholder approval with over 99% of votes in favor
• Progress on regulatory filings in all relevant jurisdictions
• Potential for meaningful benefits for customers, employees, and shareholders

Negative

• Transaction closing not expected until year-end 2024
• Regulatory approvals still pending in multiple jurisdictions

Insights

Financial Analyst

The shareholder approval of JBT 's combination with Marel hf is a significant milestone in the M&A process. With over 99% of votes in favor, it demonstrates strong investor confidence in the strategic rationale behind this merger. This approval paves the way for creating a larger, more diversified player in the food and beverage technology solutions market.

The transaction's industrial logic and potential for synergies are key factors to watch. Investors should focus on the companies' complementary product portfolios and geographic footprints, which could lead to revenue growth opportunities and cost efficiencies. However, the extended timeline for closing (by year-end 2024) and pending regulatory approvals introduce some uncertainty. Keep an eye on integration planning progress and any potential hurdles in obtaining regulatory clearances.

Legal Expert

The shareholder approval is a important legal step in the merger process, but several important legal and regulatory hurdles remain. The companies have submitted filings in all relevant jurisdictions, indicating a proactive approach to regulatory compliance. However, the outcome of these regulatory reviews is not guaranteed and could potentially impact the deal's timeline or terms.

The voluntary takeover offer's expiration date of September 2, 2024, provides a clear timeline for Marel shareholders to consider the offer. The secondary listing application for Nasdaq Iceland is another important legal consideration, as it will impact the merged company's trading status. Investors should monitor these regulatory processes closely, as they could affect the ultimate structure and success of the combination.

Market Research Analyst

This merger represents a significant consolidation in the food and beverage technology solutions sector. The combined entity is poised to leverage complementary strengths, potentially enhancing its competitive position against other major players in the industry. The strong shareholder support suggests market confidence in the strategic fit and potential synergies.

However, the extended timeline for deal completion introduces market risks. Factors such as changes in industry dynamics, economic conditions, or competitive landscape could impact the deal's perceived value. Investors should closely monitor industry trends and competitor responses during this period. The success of this merger could also trigger further consolidation in the sector, reshaping the competitive landscape for food and beverage technology providers.

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 its shareholders voted to approve the issuance of shares of JBT common stock in connection with JBT’s pending combination with Marel hf. (ICL: Marel) at the special meeting of shareholders held earlier today.

“We are pleased with the outcome of today’s special meeting and extend our appreciation to our shareholders for supporting the combination with Marel,” said Brian Deck, President and Chief Executive Officer of JBT. “Today’s shareholder approval marks another major milestone in the process to combine our two complementary food and beverage solutions businesses. The compelling industrial logic of this transaction is expected to generate meaningful benefits for our customers, employees, shareholders and other stakeholders, and the JBT and Marel teams are beginning integration planning to ensure alignment and day one readiness.”

Over 99 percent of the shares voted at the special meeting were voted in favor of the issuance of JBT shares for the Marel transaction. The final voting results of the special meeting will be filed as part of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC).

JBT and Marel continue to make progress on the other requirements to close the transaction. Regarding regulatory workstreams, JBT and Marel have submitted filing materials in all relevant jurisdictions and are now engaging with regulators in pursuit of all requisite approvals to complete the combination. The voluntary takeover offer to acquire all issued and outstanding shares of Marel will expire on September 2, 2024, unless such offer period is extended in accordance with the terms of the definitive agreement between JBT and Marel. JBT is also actively working on the secondary listing application for Nasdaq Iceland. JBT continues to plan for a transaction close by year end 2024.

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 to acquire all issued and outstanding shares of Marel (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 resources; 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), (the “Securities Act”) on June 25, 2024, forming part of the Registration Statement on Form S-4 (the “Registration Statement”), 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 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 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.

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, 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 the Registration Statement (File No. 333-279438) 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/20240808197859/en/

Investors & Media:

Kedric Meredith

(312) 861-6034

kedric.meredith@jbtc.com

Marlee Spangler

(312) 861-5789

marlee.spangler@jbtc.com

Source: JBT Corporation

FAQ

What percentage of JBT shareholders approved the combination with Marel?

Over 99% of the shares voted at the special meeting were in favor of issuing JBT shares for the Marel transaction.

When is the expected closing date for JBT's combination with Marel?

JBT continues to plan for a transaction close by year-end 2024.

What is the expiration date for the voluntary takeover offer of Marel shares?

The voluntary takeover offer to acquire Marel shares will expire on September 2, 2024, unless extended.

What additional steps is JBT taking regarding stock listings for the Marel combination?

JBT is actively working on a secondary listing application for Nasdaq Iceland.