Item 7.01. |
Regulation FD Disclosure. |
On October 30, 2024, John Bean Technologies Corporation, a Delaware corporation (“JBT”), issued a press release announcing the Extension (as defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
The information in Item 7.01, 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 (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.
JBT has extended the expiration of its voluntary takeover offer (the “Offer”) to acquire all issued and outstanding shares of Marel hf. (“Marel,” and such extension of the Offer period, the “Extension”). The Offer, which was scheduled to expire on November 11, 2024, will now expire on December 20, 2024, unless such offer period is further extended in accordance with applicable laws and the terms of the definitive agreement between JBT and Marel. JBT is extending the Offer to accommodate regulatory reviews by the European Commission and Australian Competition and Consumer Commission. Shareholders that have previously tendered their Marel shares do not need to re-tender their Marel shares or take any other action in response to the extension of the Offer.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
IMPORTANT NOTICES
This 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 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.
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