CHICAGO - JBT Corporation (NYSE: JBT), a significant player in the food and beverage industry's technology solutions segment, has announced an extension of its voluntary takeover offer for all issued and outstanding shares of Marel hf (ICL: Marel). The offer's expiration, initially set for September 2, 2024, has been extended to the earliest date of either November 11, 2024, or three weeks after securing all required regulatory clearances, subject to further extension as per applicable laws.
This extension comes as JBT and Marel work towards obtaining the necessary regulatory approvals to finalize the acquisition. Shareholders who have already tendered their shares of Marel are not required to take any further action due to this extension.
Brian Deck, President and CEO of JBT, stated that the timeline aligns with the company's expectations to complete the transaction by the end of 2024. Goldman Sachs & Co LLC is serving as JBT's financial advisor, with Kirkland & Ellis LLP and LEX providing legal counsel. Arion banki hf. is the lead manager for the Icelandic offer, while ABN AMRO (AS:ABNd) Bank N.V. is the agent for the Euronext Amsterdam Exchange.
JBT Corporation, with approximately 5,100 employees globally, generates about half of its annual revenue from recurring operations such as parts, service, rebuilds, and leasing. It has a presence in over 25 countries, offering sophisticated products and systems across various end markets.
The company cautions that forward-looking statements in this release, including statements about the proposed transaction with Marel, are subject to risks and uncertainties beyond JBT's control and may differ materially from current expectations.
This news is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The takeover offer is subject to disclosure and takeover laws and regulations in Iceland and other European jurisdictions, which differ from those in the United States. The offer will comply with U.S. tender offer rules and any applicable exemptions for securities of foreign private issuers.
Investors and shareholders are urged to read the relevant documents filed with the U.S. Securities and Exchange Commission (SEC) and the Financial Supervisory Authority of the Central Bank of Iceland (FSA) carefully, as they contain important information regarding the takeover offer.
In other recent news, John Bean Technologies Corporation (NYSE:JBT) has disclosed financial details of its proposed acquisition of Marel hf., offering a hypothetical view of the combined company's financial position. The takeover offer aims to acquire all issued and outstanding ordinary shares of Marel, marking a strategic effort by JBT to expand its global reach in the food processing sector.
JBT shareholders have also approved a pivotal stock issuance as part of the transaction agreement with Marel hf., marking significant progress towards the anticipated merger. In terms of financial performance, JBT reported a slight 1% increase in Q1 2024 revenue to $392 million, while Q2 revenue declined by 6% due to delayed orders and customer delivery schedules. The company expects a $15 million revenue recovery in Q3.
JBT's annual outlook includes an adjusted EBITDA guidance of $295 million to $310 million and adjusted EPS guidance of $5.05 to $5.45. They also anticipate an organic revenue growth of 4% to 6% and a free cash flow conversion rate over 100%.
In response to a lawsuit alleging omission of crucial information in its proxy statement, JBT has made supplemental disclosures, with additional insights provided by Goldman Sachs, JBT's financial advisor. These recent developments underline JBT's commitment to transparency and strategic expansion.
InvestingPro Insights
As JBT Corporation (NYSE: JBT) continues its pursuit of Marel hf, investors may find it beneficial to consider some recent financial metrics and insights that could influence the company's future performance. JBT's market capitalization stands at $2.87 billion, reflecting its significant presence in the food and beverage industry's technology solutions segment. The company's price-to-earnings (P/E) ratio, a key indicator of market expectations about growth and profitability, is currently at 21.17, with an adjusted P/E for the last twelve months as of Q2 2024 slightly lower at 20.04. This suggests a relative steadiness in the market's valuation of the company's earnings.
One of the InvestingPro Tips highlights that JBT has maintained dividend payments for 17 consecutive years, which could be appealing to investors looking for stable income. This consistency in returning value to shareholders is complemented by the company's high shareholder yield, a metric that combines dividends and share repurchases. Additionally, JBT has been identified as trading near its 52-week low, which might signal a potential entry point for investors.
From a liquidity perspective, JBT has demonstrated financial prudence by maintaining liquid assets that exceed short-term obligations. This is an essential factor for investors to consider, especially when evaluating the company's ability to navigate through the extended takeover process with Marel. For investors interested in further insights, there are additional InvestingPro Tips available at https://www.investing.com/pro/JBT, which delve into analysts' upward revisions of earnings and the company's moderate level of debt, among other metrics.
Lastly, JBT's commitment to its shareholders is underscored by the company's profitability over the last twelve months, as well as analysts' predictions that JBT will remain profitable this year. These factors, combined with the strategic acquisition of Marel, could position JBT for continued growth and success in its market.
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