Filed by John Bean Technologies Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:
John Bean
Technologies Corporation
(Commission File No. 001-34036)
Marel hf.
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JBT Corporation 70 W. Madison
Chicago, IL 60602 |
JBT Corporation Shareholders Approve Combination with Marel hf.
CHICAGO, August 8, 2024 JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of
the food and beverage industry, today announced that its shareholders voted to approve the issuance of shares of JBT common stock in connection with JBTs pending combination with Marel hf. (ICL: Marel) at the special meeting of shareholders
held earlier today.
We are pleased with the outcome of todays special meeting and extend our appreciation to our shareholders for supporting
the combination with Marel, said Brian Deck, President and Chief Executive Officer of JBT. Todays shareholder approval marks another major milestone in the process to combine our two complementary food and beverage solutions
businesses. The compelling industrial logic of this transaction is expected to generate meaningful benefits for our customers, employees, shareholders and other stakeholders, and the JBT and Marel teams are beginning integration planning to ensure
alignment and day one readiness.
Over 99 percent of the shares voted at the special meeting were voted in favor of the issuance of JBT shares
for the Marel transaction. The final voting results of the special meeting will be filed as part of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC).
JBT and Marel continue to make progress on the other requirements to close the transaction. Regarding regulatory workstreams, JBT and Marel have submitted
filing materials in all relevant jurisdictions and are now engaging with regulators in pursuit of all requisite approvals to complete the combination. The voluntary takeover offer to acquire all issued and outstanding shares of Marel will expire on
September 2, 2024, unless such offer period is extended in accordance with the terms of the definitive agreement between JBT and Marel. JBT is also actively working on the secondary listing application for Nasdaq Iceland. JBT continues to plan
for a transaction close by year end 2024.
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.
Forward-Looking Statements
This release contains
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties
that are beyond JBTs 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, our strategic plans, our restructuring
plans and expected cost savings from those plans, and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors: the occurrence of any event,