JBT MAREL Corp 8-K, filed Nov 24, 2023
JBT MAREL Corp (JBTM)
About this 8-K
JBT MAREL Corp filed this 8-K on November 24, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
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Item 7.01 Regulation FD Disclosure.
On November 24, 2023, John Bean Technologies Corporation (the “Company”) issued a press release regarding a non-binding initial proposal submitted to the board of directors of Marel hf. The press release is attached hereto as Exhibit 99.1.
The information, including Exhibit 99.1, furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission (“SEC”) shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
IMPORTANT ADDITIONAL INFORMATION
This Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release issued November 24, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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John Bean Technologies Corporation | |||||
| Date: November 24, 2023 | By: | /s/ Matthew J. Meister | ||||
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Name | Matthew J. Meister | ||||
| Title | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 99.1
JBT Corporation Confirms Non-Binding Proposal to Acquire Marel
CHICAGO – November 24, 2023 – JBT Corporation (NYSE: JBT), (“JBT” or the “Company”) a leading global technology solutions provider to high-value segments of the food & beverage industry, today issued the following statement:
“JBT today confirmed that it has submitted a non-binding initial proposal to the board of directors of Marel hf. (“Marel”), whose shares are listed on Nasdaq Iceland and Euronext Amsterdam, in respect of a potential voluntary takeover offer for the entire share capital of Marel in accordance with Chapters X and XII of the Icelandic Takeovers Act no. 108/2007. JBT has received an irrevocable undertaking and entered into exclusivity with respect to the shares owned by Eyrir Invest hf., which holds 24.7% of the shares in Marel. This announcement follows Marel’s disclosure that it had received a potential offer to acquire all shares in the company.
“JBT´s non-binding proposal is consistent with the company’s strategic plan and M&A objective of pursuing transactions with strong industrial logic and significant synergy potential while maintaining a strong balance sheet and preserving future strategic flexibility.
“JBT’s considerations are at a preliminary stage and there can be no assurance that any formal offer will be made as a result of these considerations. JBT does not intend to comment further unless and until its board determines that it is required or appropriate to do so.”
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.
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.
Contacts
Investors
Kedric Meredith
(312) 861-6034
kedric.meredith@jbtc.com
Media
Marlee Spangler
(312) 861-5789
marlee.spangler@jbtc.com