John Bean Technologies CORP false 0001433660 0001433660 2024-01-05 2024-01-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 5, 2024

 

 

John Bean Technologies Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34036   91-1650317

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

70 West Madison Street, Suite 4400

Chicago, IL 60602

(Address of principal executive offices, including Zip Code)

(312) 861-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   JBT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

 

 

 


Item 7.01 Regulation FD Disclosure.

On January 5, 2024, John Bean Technologies Corporation (the “Company”) issued a press release regarding the decision by the Financial Supervisory Authority of the Central Bank of Iceland to grant an extension to the deadline for the Company to announce its final decision on whether to make a voluntary takeover offer for all of the outstanding common stock of Marel hf. in relation to the Company’s non-binding 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
No.

  

Description

99.1    Press release issued January 5, 2024
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.

 

 

    John Bean Technologies Corporation
Date: January 5, 2024     By:  

/s/ Matthew J. Meister

 

    Name   Matthew J. Meister
    Title   Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 99.1

JBT Corporation Receives Extension of PUSU Deadline for Proposal to Merge With Marel

Deadline extended to January 19, 2024

CHICAGO – January 5, 2024 – JBT Corporation (NYSE: JBT) (“JBT”), a leading global technology solutions provider to high-value segments of the food & beverage industry, today announced that the Financial Supervisory Authority of the Central Bank of Iceland (the “FSA”) has granted an extension to the deadline for JBT to announce its final decision on whether to make a voluntary takeover offer for all of the outstanding common stock of Marel hf. (“Marel”) (the “PUSU Deadline”) in relation to JBT’s non-binding proposal originally submitted to the Board of Directors of Marel on November 24, 2023 and subsequently revised on December 13, 2023. In accordance with Article 102 of the Icelandic Takeovers Act no. 108/2007, JBT was required to announce its intentions by no later than January 5, 2024. This announcement follows Marel’s disclosure that the FSA has extended the PUSU Deadline to January 19, 2024.

The potential merger with Marel is consistent with JBT’s strategic plan and M&A objectives of pursuing transactions with strong industrial logic and with significant synergy potential to enhance shareholder value. JBT intends to remain disciplined with respect to its pursuit of this transaction, both in terms of valuation and ensuring a strong pro forma balance sheet as well as future strategic flexibility.

The issuance of a binding offer remains subject to the approval of JBT’s Board of Directors, and there can be no assurance that any formal offer will be made as a result of these considerations.

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.

Forward-Looking Statements

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

 

1


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.

Important Additional Information

This release 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 Investor Relation’s website at https://ir.jbtc.com.

Contacts

Kedric Meredith

(312) 861-6034

kedric.meredith@jbtc.com

 

2


Marlee Spangler

(312) 861-5789

marlee.spangler@jbtc.com

 

3

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Jan. 05, 2024
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Entity Central Index Key 0001433660
Document Type 8-K
Document Period End Date Jan. 05, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-34036
Entity Tax Identification Number 91-1650317
Entity Address, Address Line One 70 West Madison Street
Entity Address, Address Line Two Suite 4400
Entity Address, City or Town Chicago
Entity Address, State or Province IL
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Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol JBT
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