Combination would create a leading global food
and beverage technology solutions company
Enhanced proposal of €3.40 per Marel share
offers 46 percent premium to Marel’s unaffected closing share price
on November 23, 2023, as well as attractive and flexible
consideration package
JBT remains open to further dialogue with the
Board of Marel to design a win-win outcome
JBT Corporation (NYSE: JBT), (“JBT” or the “Company”) a leading
global technology solutions provider to high-value segments of the
food & beverage industry, today confirmed that it has submitted
a revised and significantly improved proposal to the Board of
Directors of Marel hf. (“Marel”) to acquire all of the outstanding
common stock of Marel for €3.40 per Marel share (ISK511 per share
based on an ISK / EUR exchange rate of 150.3). The proposal is
contingent on a favorable recommendation from the Marel Board of
Directors.
This enhanced offer represents a 46 percent premium to Marel’s
unaffected closing share price on November 23, 2023, of ISK350, a
17 percent premium to Marel’s closing share price on December 13,
2023, of ISK438.50, and is 8 percent higher than JBT’s prior
proposal which was submitted on November 24, 2023. The proposed
offer implies an enterprise value of approximately €3.4 billion for
Marel. In addition, as previously communicated, JBT has received an
irrevocable undertaking and remains in exclusivity with respect to
the shares owned by Eyrir Invest hf., which holds 24.7 percent of
the shares in Marel.
“JBT has long admired Marel, and there is significant strategic,
cultural, and operational alignment between the companies. We are
confident that the contemplated merger would bring substantial
benefits to both companies’ customers, employees, local
communities, partners and shareholders,” said Brian Deck, President
and CEO of JBT Corporation. “Together, our companies would be best
positioned to meaningfully help customers create efficient, higher
quality end products with a combined focus on sustainable solutions
that make better use of the world’s precious food, beverage, water,
and energy resources. JBT remains open to further dialogue with the
Board of Marel to design a win-win outcome.”
Strategic Rationale
The merger would bring together two renowned companies with
complementary product portfolios, market leading brands, and
superior technology to create a leading global food and beverage
technology solutions company. Customers of both companies would
benefit from the enhanced fuller line processing capabilities and
digitally supported aftermarket parts and service enabled by the
combined company’s global reach. The combination offers substantial
synergies by providing attractive cross-selling and go-to-market
potential, meaningful cost savings opportunities, and further
margin enhancement, positioning both JBT and Marel shareholders to
benefit from significant upside potential.
Commitment to Icelandic Heritage
The combined company would have a long-term commitment to a
significant Icelandic presence and to preserving Marel’s heritage
by maintaining a European headquarters in Gardabaer, Iceland, in
addition to a corporate headquarters in Chicago, IL. To maximize
shareholder trading liquidity, and consistent with Marel’s publicly
stated overseas listing objectives, JBT would contemplate the stock
exchange listing remain on the NYSE with a secondary listing in
Reykjavik. Additionally, JBT is prepared to provide proportional
representation for Marel on the combined company’s Board of
Directors.
Attractive and Flexible Consideration Package
JBT is prepared to work with the Board of Marel to design a
consideration package that it believes would best meet the
objectives of Marel shareholders, including offering up to 50
percent of the consideration in cash and up to 100 percent of the
consideration in the form of combined company shares. Assuming the
transaction is structured as a mix of 50 percent cash and 50
percent stock, in aggregate, Marel shareholders would hold
approximately 29 percent of the combined company’s shares. Should
Marel’s Board find it more attractive to structure the offer as an
all-stock combination, Marel shareholders would then own
approximately 45 percent of the combined company’s shares.
“This ownership position would provide substantial value
creation opportunity for Marel shareholders to benefit from the
ongoing success of the combined company in addition to the
immediate liquidity offered by the cash portion of the
consideration,” added Deck. “Regardless of which structure is
ultimately deemed to be the most suitable, JBT remains firmly
committed to maintaining a strong balance sheet and preserving
future strategic flexibility.”
Timing
JBT is prepared to proceed in an expeditious manner to complete
diligence and reach a favorably recommended offer as soon as
practicable. The issuance of a binding offer remains subject to the
approval of JBT’s Board of Directors, and there can be no assurance
that any formal offer will be made as a result of these
considerations. Consistent with JBT’s overall M&A strategy, JBT
intends to remain disciplined with respect to pursuit of this
transaction.
Goldman Sachs Co LLC is acting as JBT’s financial advisor and
LEX and Kirkland & Ellis LLP are serving as legal counsel.
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.
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, a potential
transaction with Marel hf 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 a transaction may not
occur; 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;; acts of terrorism or war, 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; 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.
IMPORTANT ADDITIONAL INFORMATION
This release 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. If the Company issues a formal voluntary takeover offer,
the Company may file with the SEC a Registration Statement on Form
S-4 (the “Registration Statement”), which will contain a proxy
statement/prospectus in connection with the proposed offer.
STOCKHOLDERS OF THE COMPANY WILL BE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will
be able to obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about the Company,
without charge, at the SEC’s website, www.sec.gov, and on the
Company’s website at https://ir.jbtc.com/overview/default.aspx.
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version on businesswire.com: https://www.businesswire.com/news/home/20231213278259/en/
Investors and Media Contacts: Kedric Meredith (312) 861-6034
kedric.meredith@jbtc.com
Marlee Spangler (312) 861-5789 marlee.spangler@jbtc.com
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