JBT Corporation Receives Extension of PUSU Deadline for Proposal to Merge With Marel
05 Janvier 2024 - 4:40PM
Business Wire
Deadline extended to January 19, 2024
JBT Corporation (NYSE: JBT) (“JBT”), a leading global technology
solutions provider to high-value segments of the food &
beverage industry, today announced that the Financial Supervisory
Authority of the Central Bank of Iceland (the “FSA”) has granted an
extension to the deadline for JBT to announce its final decision on
whether to make a voluntary takeover offer for all of the
outstanding common stock of Marel hf. (“Marel”) (the “PUSU
Deadline”) in relation to JBT’s non-binding proposal originally
submitted to the Board of Directors of Marel on November 24, 2023,
and subsequently revised on December 13, 2023. In accordance with
Article 102 of the Icelandic Takeovers Act no. 108/2007, JBT was
required to announce its intentions by no later than January 5,
2024. This announcement follows Marel’s disclosure that the FSA has
extended the PUSU Deadline to January 19, 2024.
The potential merger with Marel is consistent with JBT’s
strategic plan and M&A objectives of pursuing transactions with
strong industrial logic and with significant synergy potential to
enhance shareholder value. JBT intends to remain disciplined with
respect to its pursuit of this transaction, both in terms of
valuation and ensuring a strong pro forma balance sheet as well as
future strategic flexibility.
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.
Goldman Sachs Co LLC is acting as JBT’s financial advisor and
LEX and Kirkland & Ellis LLP are serving as legal counsel.
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, 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; our ability to comply with the laws and regulations
governing our U.S. government contracts; 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; 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.
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/20240105267851/en/
Investors and Media:
Kedric Meredith (312) 861-6034 kedric.meredith@jbtc.com
Marlee Spangler (312) 861-5789 marlee.spangler@jbtc.com
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