| Item 7.01. |
Regulation FD Disclosure. |
On November 27, 2024, John Bean Technologies Corporation, a Delaware corporation (“JBT”), issued a press release announcing the receipt of all remaining regulatory clearances required to complete its proposal to acquire all issued and outstanding shares of Marel hf (“Marel”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The information in Item 7.01, including Exhibit 99.1, furnished in this Current Report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission (the “SEC”) shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Update on Receipt of Regulatory Clearances
On November 27, 2024, JBT announced receipt of all remaining regulatory clearances required to complete its proposal to acquire all issued and outstanding shares of Marel. On November 26, 2024, the European Commission adopted a clearance decision at the end of its Phase 1 review period. Additionally, on November 22, 2024, JBT received formal confirmation that the Australian Competition and Consumer Commission does not oppose the transaction.
Update on Time of Expiry of the Offer on Expiration Date and Settlement Date
As previously announced, on October 30, 2024, JBT extended the expiration date of its voluntary takeover offer (the “Offer”) to acquire all issued and outstanding shares of Marel to December 20, 2024 (as such date may be further extended in accordance with applicable laws and terms of the definitive agreement between JBT and Marel, the “Expiration Date”).
On November 27, 2024, JBT published a supplement (the “Supplement”) to the offer document relating to the Offer, providing that (i) the Offer will expire at 12:00 p.m. (Icelandic time) on the Expiration Date (rather than 5:00 p.m. (Icelandic time) as previously contemplated) and (ii) JBT will settle the offer consideration to Marel shareholders within five (5) Icelandic business days from the Expiration Date (which, taking into account all bank holidays in the Icelandic market, would be January 3, 2025, unless the offer period is further extended in accordance with applicable laws and the terms of the definitive agreement between JBT and Marel), in accordance with the Icelandic Takeover Act no. 108/2007, as amended, subject to the satisfaction or waiver of certain closing conditions (rather than three (3) Icelandic business days as previously contemplated). The amendments are aimed at ensuring a smooth settlement of the Offer. Assuming the Offer expires on December 20, 2024 as currently contemplated, we expect that the Offer will settle no later than January 3, 2025.
Update on Board of Directors of Combined Company
JBT hereby announces that Ann Savage is anticipated to become a director of the combined company. Antonius T.C. van der Laan is no longer anticipated to become a director of the combined company.
Ms. Savage, 67, has served on Marel’s board of directors since 2013 and is a member of Marel’s Audit Committee. Ms. Savage has held a variety of roles in technical and research and development departments within the retail and food industry over her 40-year career. Previously, Ms. Savage worked for Gousto, a UK meal kit manufacturer and retailer, from 2018 to 2022, where she served in an advisory role and headed the Food Technical function, and served as Group Technical Director of Bakkavor from 2004 to 2017. Prior to that, Ms. Savage worked for the Cooperative Wholesale Society (CWS), Northern Foods from 1990 to 1999. The Board believes that Ms. Savage is qualified to serve on the board of the combined company because of her extensive experience in the food industry in operational management, product development and food safety.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
IMPORTANT NOTICES
This Current Report is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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. In particular, this Current Report is not an offer of securities for sale in the United States, Iceland, the Netherlands or Denmark.
NOTE TO U.S. SHAREHOLDERS
It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and takeover laws and regulations in Iceland and other European jurisdictions, which may be different from those of the United States. The Offer will be made in compliance with the U.S. tender offer rules, including Regulation 14E under the Exchange Act and any exemption available to JBT in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.
IMPORTANT ADDITIONAL INFORMATION
No offer of JBT securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption from registration, and applicable European regulations, including the Icelandic Prospectus Act no. 14/2020 and the Icelandic Takeover Act no. 108/2007 on takeovers. In connection with the Offer, JBT filed with the SEC a registration statement on Form S-4 (File No. 333-279438) (the “Registration Statement”) that included a proxy statement/prospectus (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective by the SEC on June 25, 2024. Additionally, JBT filed with the Financial Supervisory Authority of the Central Bank of Iceland (the “FSA”) an offer document and a prospectus, which have been approved by the FSA and which have been published.