JBT Corporation Confirms Non-Binding Proposal to Acquire Marel
November 24 2023 - 8:35AM
Business Wire
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231124053436/en/
Investors Kedric Meredith (312) 861-6034
kedric.meredith@jbtc.com
Media Marlee Spangler (312) 861-5789
marlee.spangler@jbtc.com
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