JBT Corporation Announces Definitive Agreement to Sell its AeroTech Business
30 Mai 2023 - 1:00PM
Business Wire
JBT Corporation (NYSE: JBT) today announced that it has entered
into a definitive agreement to sell its AeroTech business to
Oshkosh Corporation (NYSE: OSK) in an all-cash transaction valued
at $800 million, subject to customary post-closing items.
“As we signaled during our Investor Day in March of 2022, the
divestiture of AeroTech supports our strategy to become a pure-play
food and beverage solutions provider,” said Brian Deck, President
and Chief Executive Officer of JBT. “The transformation to a
pure-play company enables a focused path to grow and enhance our
leading FoodTech franchise, which operates in highly resilient
markets, provides an attractive growth outlook and expanding margin
profile, and generates strong free cash flow.”
“Oshkosh, a leading innovator of purpose-built vehicles and
equipment, is a great fit with AeroTech and will ensure the
AeroTech business remains a market leader for critical airport
equipment and infrastructure,” added Deck.
Expected Use of Proceeds and Impacts to Financial
Results
JBT expects to use the net proceeds from the transaction
consistent with its stated capital allocation priorities, including
debt repayment and continued disciplined FoodTech inorganic growth.
Cash taxes arising from the transaction are estimated to be
approximately $120 million.
Beginning in the second quarter of 2023, JBT expects to classify
AeroTech as held for sale and anticipates that it will report
financial results for AeroTech as discontinued operations in the
Company’s consolidated financial statements.
JBT estimates the classification of AeroTech as held for sale
will have a dilutive impact to second quarter 2023 GAAP earnings
per share (EPS) from continuing operations of approximately $0.33
and adjusted EPS from continuing operations of approximately $0.40.
The EPS dilution primarily reflects the estimated profit from
AeroTech, which is prior to any transaction impacts. The Company
expects to provide more definitive detail on the impact to its full
year 2023 results when it reports second quarter 2023 earnings.
Transaction Details
The purchase price represents a multiple of approximately 14.7x
trailing four quarters reported AeroTech adjusted EBITDA as of
March 31, 2023. The transaction is anticipated to close in the
third quarter of 2023, subject to customary closing conditions and
required regulatory approvals.
Morgan Stanley & Co. LLC and Centerview Partners LLC are
serving as JBT’s financial advisors and Kirkland & Ellis LLP is
acting as JBT’s legal advisor.
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 multi-national and regional customers
through its FoodTech segment. JBT also sells critical equipment and
services to domestic and international air transportation customers
through its AeroTech segment. JBT Corporation employs approximately
7,200 people worldwide and operates sales, service, manufacturing
and sourcing operations in more than 25 countries. For more
information, please visit www.jbtc.com.
This release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995,
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, the
divestiture of AeroTech, the expected benefits of the transaction
and the expected timing of closing of the transaction 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 risk that the conditions set forth in the definitive agreement
will not be satisfied or waived; uncertainties as to the timing of
the closing of the transaction; fluctuations in our financial
results; unanticipated delays or acceleration 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; risks associated with acquisitions or strategic
investments; 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; impact of climate change
and environmental protection initiatives; our ability to comply
with the laws and regulations governing our U.S. government
contracts; acts of terrorism or war, including the recent conflict
between Russia and Ukraine; 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 business
strategy; 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 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 filed by JBT with the Securities and
Exchange Commission and in any subsequently filed 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 made by JBT or on its behalf,
whether as a result of new information, future developments,
subsequent events or changes in circumstances or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230530005215/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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