8-K
filed January 7, 2025, 6:59 PM ET
ticker JBTM
CIK 0001433660
M&A
confidence high
sentiment positive
materiality 0.90
JBT MAREL Corp (JBTM): M&A transaction — JBT Marel completes acquisition of Marel hf.; issues ~19.5M shares, pays ~EUR 927M cash
JBT MAREL Corp
- Achieved 97.5% acceptance; Marel shareholders received EUR 926.6M cash and 19.5M JBTM shares.
- New $1.8B revolver (2030 maturity) and $900M term loan (2032) used to fund deal and repay existing Marel debt.
- Board expanded from 7 to 10; appointed Svafa Gronfeldt, Olafur Gudmundsson, Arnar Masson, Ann Savage as directors.
- Arni Sigurdsson appointed President; EUR 750k base salary, $1.25M sign-on incentives; eligible for LTIP awards.
- Compulsory acquisition of remaining shares at EUR 3.60; redemption period ends Jan 30, 2025; Marel delisting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
C. Maury Devine resigned as Director at JBT MAREL Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
C. Maury Devine resigned from the Company’s Board of Directors (the “Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ann Savage was appointed as Director at JBT MAREL Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Svafa Gronfeldt was appointed as Director at JBT MAREL Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Olafur S. Gudmundsson was appointed as Director at JBT MAREL Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Arnar Thor Masson was appointed as Director at JBT MAREL Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Arni Sigurdsson was appointed as President at JBT MAREL Corp.
- Action
- appointed
- Role
- President
Exact text from the filing
On the Closing Date, Arni Sigurdsson was appointed as President of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
JBT MAREL Corp: Amended and restated bylaws to change corporate name and effect governance changes.
- Change
- bylaw amendment
Exact text from the filing
On the Closing Date, the Company amended and restated its certificate of incorporation (as amended, the “Third Amended and Restated Certificate of Incorporation”) and bylaws (as amended, the “Fourth Amended and Restated Bylaws”) to change the corporate name set forth therein from “John Bean Technologies Corporation” to “JBT Marel Corporation” and effect the governance changes described in Item 5.02 of this Current Report.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
JBT MAREL Corp: Amended and restated certificate of incorporation to change corporate name from 'John Bean Technologies Corporation' to 'JBT Marel Corporation' and effect governance changes.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, the Company amended and restated its certificate of incorporation (as amended, the “Third Amended and Restated Certificate of Incorporation”) and bylaws (as amended, the “Fourth Amended and Restated Bylaws”) to change the corporate name set forth therein from “John Bean Technologies Corporation” to “JBT Marel Corporation” and effect the governance changes described in Item 5.02 of this Current Report.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
JBT MAREL Corp completed an acquisition involving Marel hf. for approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel (closed 2025-01-02).
- Action
- acquisition
- Counterparty
- Marel hf.
- Consideration
- approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel
- Closing
- 2025-01-02
Exact text from the filing
John Bean Technologies Corporation), a Delaware corporation (the “Company” or “JBT Marel”), completed its previously announced voluntary takeover offer (the “Offer”) to acquire all issued and outstanding shares (other than treasury shares) (“Marel Shares”) of Marel hf., a public limited liability company incorporated under the laws of Iceland (“Marel”).
View on SEC.gov
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