| Item 1.01. |
Entry into a Material Definitive Agreement. |
On May 26, 2023, John Bean Technologies Corporation (the “Company”), JBT AeroTech Corporation, a wholly-owned subsidiary of the Company (“AeroTech”), and Oshkosh Corporation, a Wisconsin corporation (“Purchaser”), entered into a Stock and Asset Purchase Agreement (“Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to sell AeroTech and certain related assets and liabilities to Purchaser (the “Transaction”) for approximately $800 million in cash, subject to certain adjustments set forth in the Purchase Agreement.
The Transaction, which has been unanimously approved by the Company’s Board of Directors (the “Board”), is expected to close in the third quarter of 2023, subject to the satisfaction or waiver of certain customary closing conditions, including, among other things: (i) the accuracy of representations and warranties of each party to the Purchase Agreement; (ii) the performance by each party of its obligations and covenants in all material respects; (iii) the absence of any applicable law or injunction enjoining or otherwise prohibiting the consummation of the Transaction; (iv) the expiration or termination of the waiting period applicable to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain other regulatory approval in certain other jurisdiction; and (v) the consent of the required lenders under the Company’s credit agreement approving the Transaction.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. The covenants relate to, among other things, the following: (i) AeroTech’s obligation to operate its business in all material respects in the ordinary course between execution of the Purchase Agreement and the closing of the Transaction; and (ii) customary non-compete and non-solicitation agreements.
The Purchase Agreement may be terminated by mutual written agreement of the Company and Purchaser or by either the Company or Purchaser in the following circumstances: certain uncured breaches of any representation, warranty, covenant or obligation in the Purchase Agreement by the other party; failure to complete the closing of the Transaction on or prior to November 26, 2023 (subject to extension to January 26, 2024 in the event that conditions relating to specified regulatory approvals have not been satisfied as of that date); or the existence of a law or the issuance of an injunction by a governmental body prohibiting the Transaction.
The description of the Purchase Agreement herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023. The Purchase Agreement will be filed as an exhibit to provide investors with information regarding its terms and is not intended to provide any other factual or disclosure information about us or the other parties to the Purchase Agreement. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by each party to the other in connection with the signing of the Purchase Agreement. The confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties in the Purchase Agreement and were used for the purpose of allocating risk between the parties rather than establishing matters as facts. The Purchase Agreement contains representations, warranties and covenants by the parties thereto, and those representations, warranties and covenants may apply standards of materiality in a way that is different from what may be viewed as material to the reader or other investors. In addition, investors are not third party beneficiaries under the Purchase Agreement.
Accordingly, investors should not rely on the representations, warranties and covenants in the Purchase Agreement, or any description thereof, as characterizations of the actual state of facts or the Company’s condition. Investors should review the Purchase Agreement, or any descriptions thereof, not in isolation, but only in conjunction with the other information about the Company that it includes in reports, statements and other filings the Company makes with the SEC.