M&A - John Bean Technologies CORP

Form Type: 10-Q

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000143366025000026

Filing Summary: On January 2, 2025, JBT Marel Corporation completed the acquisition of 97.5% of Marel hf for $4,182.3 million, net of cash acquired. This transaction significantly expands JBT's capabilities in providing advanced processing equipment, systems, software, and services for the poultry, meat, and fish industries. Following this acquisition, the company reports two segments: its legacy operations (JBT) and the acquired Marel business. The new financial report indicates a substantial revenue increase, with product revenue at $771.1 million and service revenue at $83 million for the first quarter of 2025. However, there is an operating loss of $33.4 million compared to an income of $29.1 million in Q1 2024. The report also notes a comprehensive income decrease from a profit of $4.2 million in Q1 2024 to a loss of $173 million in the current quarter, attributed to increased operating expenses, including a restructuring expense of $10.6 million and pension-related costs totaling $146.8 million.

Form Type: DEF 14A

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000143366025000015

Filing Summary: JBT Marel Corporation is holding its 2025 Annual Meeting of Stockholders on May 15, 2025, at 9:30 a.m. Central Time, as a virtual meeting. Stockholders as of March 18, 2025, will vote on several proposals, including the re-election of directors Alan D. Feldman, Lawrence V. Jackson, and Ann E. Savage, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLC as the independent auditor for 2025. The company highlights strong performance in 2024, including record revenue and EBITDA, attributed to improvements in poultry equipment demand and strong operational execution. The document also notes the completion of the merger with Marel hf., which was finalized on January 2, 2025, and the consequent rebranding to JBT Marel Corporation. The proxy statement describes the company's compensation strategy focused on performance and provides details regarding board governance and election procedures as well as the overall commitment to enhancing stockholder value.

Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525020085

Filing Summary: On February 4, 2025, JBT Marel Corporation, formerly known as John Bean Technologies Corporation, completed the compulsory acquisition of all issued and outstanding shares of Marel hf., a public limited liability company based in Iceland. The acquisition involved Marel shareholders who tendered their shares receiving choices of compensation, including EUR 3.60 in cash, shares of JBT Marel, or a combination of both with specified cash amounts. The outcome of this process shows that remaining shareholders collectively received approximately EUR 23.6 million in cash and 493,150 shares of JBT Marel, resulting in a total of 51,884,100 shares (including treasury shares) outstanding as of the acquisition date.

Form Type: 8-K/A

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525010501

Filing Summary: On January 2, 2025, JBT Marel Corporation completed its voluntary takeover offer to acquire all issued and outstanding shares of Marel hf., a public limited liability company based in Iceland. This acquisition is in accordance with a Transaction Agreement signed on April 4, 2024. The document updates the initial report filed on January 7, 2025, detailing the requisite financial statements of Marel and pro forma financial information. The Pro Forma Financial Information includes unaudited financial documents reflecting the impact of the acquisition and addresses conversion of Marel's financials from IFRS to GAAP, along with updates on transaction financing costs.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002636

Filing Summary: On January 2, 2025, JBT Marel Corporation completed its voluntary takeover offer to acquire all issued and outstanding shares of Marel hf., achieving acceptance from approximately 97.5 percent of shareholders. The Offer, pursuant to a Transaction Agreement dated April 4, 2024, involved shareholders tendering shares in exchange for either cash or shares of JBT Marel. Marel shareholders received approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel at settlement of the Offer. Additionally, JBT Marel intends to conduct a compulsory acquisition for remaining shares at EUR 3.60 each. On the same date, JBT Marel entered into a Credit Agreement providing for a $1.8 billion revolving credit facility and a $900 million term loan B facility. This financing facilitated the completion of the transaction and will support further business operations. The company's board also expanded from seven to ten members, and key executive changes were made including the appointment of Arni Sigurdsson as President. The shares of JBT Marel are expected to trade on the NYSE and Nasdaq Iceland, beginning January 3, 2025. The compulsory acquisition period ends January 30, 2025.