JBT Corporation (NYSE: JBT), a leading global technology
solutions provider to high-value segments of the food &
beverage industry, today announced that JBT and Marel hf. (ICL:
Marel) have executed a definitive transaction agreement related to
JBT’s previously announced intention to make a voluntary takeover
offer for all of the issued and outstanding shares of Marel. The
transaction agreement includes the terms of the offer and other
important governance, social, and operating items relating to the
proposed business combination of JBT and Marel. The transaction
agreement was approved by the Boards of Directors of both
companies.
JBT and Marel are continuing to work expeditiously to finalize
and submit a preliminary proxy statement/prospectus on Form S-4
with the U.S. Securities and Exchange Commission (SEC) as well as
an offer document and prospectus with the Icelandic Financial
Supervisory Authority of the Central Bank of Iceland (FSA), as
required to launch the offer. Pending final approval by the FSA,
JBT currently expects to launch the offer in May 2024. The
transaction is expected to close by the end of 2024, subject to
regulatory clearance and applicable shareholder approvals.
“The execution of this transaction agreement represents a
significant milestone in the process to combine JBT and Marel,
creating a stronger business that will benefit shareholders,
customers, and other stakeholders,” said Brian Deck, JBT’s
President and Chief Executive Officer. “The approval of the
transaction agreement by the Board of Directors of both companies
is the result of highly collaborative work between the JBT and
Marel teams. We both completed confirmatory due diligence, which
reaffirmed the compelling industrial logic of the combination and
the value creation for shareholders. This process has reinforced
our confidence in the potential revenue synergies and further value
creation opportunity.”
Marel Offer Summary
The economic terms of the offer are consistent with JBT’s prior
announcement on January 19, 2024. 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
- 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
$96.25 per share of JBT. Based on both the proration feature and
the agreed upon JBT reference share price, the estimated
consideration mix will be 65 percent stock and 35 percent cash.
This will result in Marel shareholders receiving, in the aggregate,
€950 million in cash and holding approximately a 38 percent
ownership interest in the combined company.
JBT intends that the combined company will remain listed on the
New York Stock Exchange (NYSE) and will submit a secondary listing
application to list a portion of JBT’s common stock on Nasdaq
Iceland. Marel shareholders will have the ability to elect to
receive JBT shares listed either on the NYSE or, upon a successful
application by JBT for a listing on Nasdaq Iceland, on Nasdaq
Iceland.
Eyrir Invest hf., the largest shareholder in Marel with
approximately 25 percent of Marel’s issued and outstanding ordinary
shares, has irrevocably undertaken to JBT to accept the offer in
respect of all of its shares in Marel.
The Transaction Agreement
The transaction agreement includes comprehensive negotiated
terms and conditions, including (i) the obligation to use
reasonable best efforts to obtain required regulatory approvals
(subject to certain limitations), (ii) cooperation in preparing
required offering documents and other matters and (iii) certain
mutual representations, warranties, and covenants.
The transaction agreement provides that Brian Deck will serve as
Chief Executive Officer (CEO) of the combined company, Arni
Sigurdsson will be President of the combined company, and the
remainder of the executive leadership positions will be a
combination of talent from both companies. The combined company’s
Board of Directors will consist of five independent directors from
the pre-closing JBT Board of Directors, four independent directors
from the pre-closing Marel Board of Directors, and the CEO of the
combined company. Alan Feldman will serve as Chairman of the Board
of the combined company.
The transaction agreement also includes a commitment to a
significant Icelandic presence and to preserving Marel’s heritage,
as outlined in JBT’s prior announcement on January 19, 2024. The
combined company will be named JBT Marel Corporation and Marel’s
current facility in Gardabaer, Iceland will be designated as JBT’s
European headquarters and a global technology center of
excellence.
Among other closing conditions, JBT’s obligation to consummate
the offer is conditioned upon at least 90 percent of Marel’s
outstanding shares being tendered into the offer as well as the
approval by JBT stockholders of the issuance of JBT stock in
connection with the offer.
Acquisition Financing
JBT expects to partially utilize its existing cash on hand as
well as a €1.9 billion fully committed bridge financing facility
from Goldman Sachs and Wells Fargo to guarantee the funding of the
cash portion of the transaction, pay off Marel’s outstanding debt,
refinance JBT’s existing debt, and pay transaction fees and related
expenses. JBT expects to pursue a conventional long-term financing
structure, which is anticipated to be consummated in connection
with the closing of the transaction. Assuming a transaction close
by year-end 2024, the combined company is expected to have a pro
forma net leverage ratio of less than 3.5x at year-end 2024, which
is prior to any synergies, and be well below 3.0x net leverage by
year-end 2025, providing significant financial flexibility to the
combined company to pursue further strategic initiatives.
Upcoming Conference Call Schedule
JBT expects to host a conference call in early May to discuss
its first quarter 2024 financial results and the planned offer.
Additionally, JBT expects to host a transaction-specific conference
call promptly after the offer is launched.
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.
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 ability to successfully integrate the businesses
of JBT and Marel; the possibility that shareholders of JBT 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 proposed offer in a timely manner or at all; the
risk that the proposed 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; and other factors described in
JBT’s public filings made with the SEC from time to time, including
those under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in the Company’s most recent Annual Report on Form 10-K
and in any subsequently filed Quarterly Reports on Form 10-Q. These
risks, as well as other risks associated with the potential
transaction, will be more fully discussed in the proxy
statement/prospectus that will be included in the Registration
Statement on Form S-4 that JBT expects to file with the SEC and in
an offering document and/or any prospectuses or supplements to be
filed with the FSA or any other governmental and regulatory
authorities in connection with the potential transaction. 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 made by JBT or on its behalf,
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, or the Netherlands.
Overseas Jurisdictions
This release is for informational purposes only and does not,
and shall not, constitute an offer, or any solicitation of any
offer, to buy or subscribe for any securities in JBT or Marel, nor
a solicitation to offer to purchase or to subscribe for securities
of JBT or Marel in any jurisdiction, including in the United
States, Iceland, and the Netherlands. Any offer will be made only
by means of an offer document (offer document) approved by the FSA,
which will include the prospectus (as defined below). This
announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, in any other
jurisdiction in which such release, publication or distribution
would be unlawful. Accordingly, persons who come into possession of
this document should inform themselves about and observe these
restrictions and 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 Takeover Act. In connection with the offer,
JBT is expected to file with the SEC a Registration Statement on
Form S-4, which will contain a proxy statement/prospectus in
connection with the proposed offer. Additionally, JBT will also
file with the FSA for approval 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 proposed offer and for the listing and admission to
trading on Nasdaq Iceland of JBT securities (the prospectus). JBT
also intends to file the offer document with the FSA. SHAREHOLDERS
OF JBT AND MAREL 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 THAT WILL BE FILED WITH THE SEC OR THE FSA
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. JBT and Marel shareholders
will be able to 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, www.sec.gov, and on JBT’s website at
https://ir.jbtc.com/overview/default.aspx. Following approval by
the FSA, you may obtain a free copy of the prospectus on the FSA’s
website at www.fme.is and on JBT’s website at www.jbtc.com 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 the
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 proposed offer when it becomes
available. 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/20240404724311/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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