JBT Corporation Announces Webcast to Further Discuss the Planned Combination with Marel hf. Prior to Expiration of the Voluntary Takeover Offer
CHICAGO–JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food and beverage industry, has announced a joint webcast with Marel hf. The event is scheduled for Wednesday, December 11, 2024, at 8:00 AM ET / 1:00 PM GMT. This session aims to provide insights into the planned combination ahead of the expiration of the voluntary takeover offer.
As part of this initiative, JBT and Marel will hold an open house in Iceland, primarily for Marel shareholders. Due to space limitations, Marel shareholders interested in attending in person must register in advance for this exclusive opportunity.
The open house will feature a fireside chat that will be live-streamed, allowing broader access to stakeholders who cannot be there in person. The live stream will be available on both JBT and Marel’s websites, as well as through Arion Bank.
Expiration of the Voluntary Takeover Offer
The voluntary takeover offer made by JBT is set to expire on December 20, 2024, at 12:00 PM GMT, unless the offer period is extended according to relevant regulations and the specific terms of the definitive agreement between JBT and Marel. To ensure successful execution of the takeover, at least 90 percent acceptance from Marel’s shareholders is required. Assuming this condition is met, JBT plans to settle the offer consideration within 5 Icelandic business days following the offer’s expiration. The transaction is anticipated to close by January 3, 2025, accounting for various bank holidays in Iceland.
Marel shareholders are encouraged to tender their shares before the deadline on December 20, 2024, at 12:00 PM GMT to maximize their chances of participating in this strategic move.
Transaction Advisors
In addition to conducting the takeover, JBT has enlisted several advisors to assist with the transaction. Goldman Sachs (NYSE:GS) Co LLC serves as JBT’s financial advisor, while Kirkland & Ellis LLP and LEX are providing legal counsel. Arion banki hf. takes the lead as JBT’s manager for the Icelandic offer and offers guidance on the Icelandic listing, with ABN AMRO (AS:ABNd) acting as the Euronext Amsterdam Exchange agent.
About JBT Corporation
JBT Corporation (NYSE: JBT) is a premier global technology solutions provider focused on high-value sectors of the food & beverage industry. The company designs, manufactures, and services advanced products and systems for a variety of end markets, deriving approximately half of its annual revenue from recurring parts, service, rebuilds, and leasing. With a workforce of around 5,100 individuals, JBT operates sales, service, manufacturing, and sourcing functions in over 25 countries.
This announcement also includes forward-looking statements, which are defined under the Private Securities Litigation Reform Act of 1995. These statements are non-historical and are subject to various risks and uncertainties that JBT may not control. Such factors may include changes in market conditions, regulatory approvals, and operational challenges that could impact the ultimate success of the planned combination with Marel.
Important Notices
This release is not intended to constitute an offer to sell or the solicitation of an offer to purchase any securities. There will be no sales of securities in jurisdictions where such action would be illegal without appropriate registration or qualification under the relevant securities laws. Specifically, this does not extend to offers of securities for sale in the United States, Iceland, the Netherlands, or Denmark.
Note to U.S. Shareholders
U.S. shareholders should be aware that the Offer and any related documentation are governed by the disclosure laws in Iceland and elsewhere in Europe, which may differ from U.S. regulations. Compliance with U.S. tender offer rules is being maintained throughout this process, meeting the requirements of Regulation 14E under the Securities Exchange Act and relevant exemptions for foreign private issuers.
Important Additional Information
No offer of JBT securities will be made except through a prospectus that meets the requirements set forth in the Securities Act of 1933, or via an appropriate exemption from registration, along with adherence to applicable European regulations, including the Icelandic Prospectus Act and the Takeover Act concerning acquisitions.
Shareholders are encouraged to carefully review the relevant documents, including the proxy statement/prospectus, offer documentation, and any amendments, as they contain critical information regarding this transaction.
