JBT Corp. reports expiration of voluntary takeover offer for Marel hf

JBT Corporation (JBT) earlier announced that JBT’s voluntary takeover offer to acquire all issued and outstanding shares of Marel hf. (MRRLF) expired on December 20, 2024, at 12:00 PM GMT. JBT said it has now satisfied all conditions to the offer, including the minimum acceptance condition with at least 90% of all issued and outstanding shares of Marel having been validly tendered in the offer. Further information regarding the final result of the offer, including the number of shares tendered, will be disclosed in JBT’s upcoming 8-K filing. JBT will complete the offer in accordance with its terms given the minimum acceptance conditions and other required conditions have been met. “Today marks the final major milestone in combining JBT and Marel to form a leading food and beverage process company,” said Brian Deck, President and CEO of JBT. “We are pleased with the outcome of the Marel shareholders’ tender decisions and extend our appreciation to shareholders for supporting the transaction. The compelling industrial logic of this transaction is clear, and we are focused on delivering meaningful value for the combined company’s customers, employees, and shareholders.” The settlement of the transaction is expected to occur on January 2, 2025. All Marel shareholders who validly tendered their shares had the option to elect to receive either all cash, all JBT common stock, or a combination of cash and JBT common stock in respect of their Marel shares, subject to the proration feature. It is JBT’s intention to acquire all of the issued and outstanding Marel shares not yet validly tendered and to apply for the Marel shares to be delisted from Nasdaq Iceland hf. and Euronext Amsterdam as soon as permitted and reasonably practicable under applicable laws and regulations. In conjunction with the combination of JBT and Marel, JBT will change its corporate name and stock ticker symbol to “JBT Marel (JBTM) Corporation” and “JBTM,” respectively, which is expected to occur on or about January 2, 2025. JBTM shares will remain listed on the NYSE with a secondary listing on Nasdaq Iceland. JBT has secured an approval for secondary listing on Nasdaq Iceland. Shares of JBTM are expected to commence trading on both NYSE and Nasdaq Iceland on January 3, 2025. 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.