Exhibit 99.1
| | |
 | | JBT Corporation 70 W. Madison Chicago, IL 60602 |
JBT Corporation Announces Extension of Voluntary Takeover Offer for All Marel hf.
Shares to Accommodate Final Regulatory Review Process
CHICAGO, October 30, 2024 – JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food and beverage industry, today announced that the Financial Supervisory Authority of the Central Bank of Iceland (FSA) has granted an extension of the expiration of JBT’s voluntary takeover offer to acquire all issued and outstanding shares of Marel hf. (ICL: Marel).
The extension was granted to accommodate the regulatory reviews by the European Commission (E.C.) and Australian Competition and Consumer Commission (ACCC). On October 23, 2024, following the completion of pre-notification information exchanges with the E.C., JBT formally notified the E.C. under EU Merger Regulation of JBT’s proposed acquisition of Marel. The E.C. is now formally reviewing the notification, and the standard 25 working day Phase 1 review period comes to an end on November 28, 2024. Accordingly, JBT anticipates receiving regulatory approval from the E.C. in late November and is targeting to receive regulatory approval from the ACCC during a similar timeframe to the E.C. approval.
The voluntary takeover 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. 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 voluntary takeover offer.
Provided JBT achieves a minimum acceptance by Marel shareholders, representing at least 90 percent of all Marel shares, JBT plans to settle the offer consideration to Marel shareholders within 5 Icelandic business days from the new expiration date of the offer period (based on a planned amendment to the offer document, extending the settlement period from 3 to 5 business days). The settlement of the transaction is therefore expected to close no later than January 3, 2025, taking into account all bank holidays in the Icelandic market.
Transaction Advisors
Goldman Sachs Co LLC is acting as JBT’s financial advisor and Kirkland & Ellis LLP and LEX are serving as JBT’s legal counsel. Arion banki hf. is acting as JBT’s lead manager for the Icelandic offer and advising on the Icelandic listing, and ABN AMRO Bank N.V. is acting as JBT’s Euronext Amsterdam Exchange agent.
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 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.