John Bean Technologies CORP

Current report

There are numerous factors that affect our business and results of operations, many of which are beyond our control. As of the date of this Quarterly Report on Form 10-Q, other than as set forth below, there have been no material changes to the risk factors disclosed under (i) “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, (ii) “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, and (iii) “Risk Factors” in our proxy statement/prospectus filed pursuant to Rule 424(b) under the Securities Act (File No. 333-279438) on June 25, 2024, forming part of the Registration Statement on Form S-4, initially filed by us on May 15, 2024 and declared effective on June 25, 2024.

Current report

In addition to the other information presented in this Quarterly Report on Form 10-Q, you should carefully read and consider the disclosure identified in items (i), (ii) and (iii) above, which contain descriptions of significant risks, including those related to the Marel Transaction, that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected.

Current report

A lawsuit has been filed in connection with the Marel Transaction and additional lawsuits may be filed against JBT, Marel, the combined company and members of their respective boards of directors that challenge the Marel Transaction. An adverse ruling in any such lawsuit may prevent the Marel Transaction from becoming effective or from becoming effective within the expected timeframe and/or have an adverse impact on the combined company’s business and operations.

Current report

Transactions such as the Marel Transaction are frequently subject to litigation or other legal proceedings, including actions alleging disclosure violations and actions alleging that the board of directors of JBT (the “JBT Board”) or the board of directors of Marel (the “Marel Board”) breached their respective fiduciary duties to their stockholders or shareholders, as applicable, by entering into the transaction agreement with Marel, by failing to obtain a greater value in the Marel Transaction for their stockholders or shareholders, as applicable, or otherwise. For example, a lawsuit has been filed by a purported JBT stockholder alleging that, among other things, the proxy statement mailed to JBT stockholders omits material information concerning the Marel Transaction. In the Complaint, which was filed in the Circuit Court of DuPage County, Illinois, and is captioned Garfield v. Brasier, et al., No. 2024CH000184, the plaintiff asserts certain disclosure claims under Illinois law and requests, among other things, an injunction against the JBT stockholder vote absent disclosure of additional information to JBT’s stockholders. In addition, certain purported JBT stockholders have sent the Demand Letters making similar allegations of material omissions in the proxy statement. Neither JBT nor Marel can provide assurance that lawsuits will not be filed on the basis of the allegations in the demand letters or that any other litigation or legal proceedings will not be brought. An adverse outcome in such matters, as well as the costs and efforts of a defense, even if successful, could have a material adverse effect on the business, results of operation or financial condition of JBT, Marel or the combined company, including through the possible diversion of such company’s resources or distraction of key personnel.

Current report

Furthermore, one of the conditions to the completion of the Marel Transaction is the absence of an order by any governmental body that enjoins or otherwise prohibits the consummation of the Marel Transaction. As such, if any plaintiff is successful in obtaining an injunction preventing the consummation of the Marel Transaction, that injunction may prevent the Marel Transaction from becoming effective or from becoming effective within the expected timeframe.

Current report

If the Marel Transaction is completed, the combined company may be exposed to increased litigation from stockholders, customers, partners, suppliers, contractors and other third parties due to the combination of JBT’s and Marel’s businesses following the Marel Transaction. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and attention. Such litigation or an adverse judgment resulting in monetary damages may have an adverse impact on the combined company’s business, results of operations, financial condition and cash flows.

Previous report

In addition to the other information set forth in this report, and as a result of the previously announced signing of the Transaction Agreement defined below, you should carefully consider the updated risk factors included below and those previously discussed in Item 1A. "Risk Factors" in JBT's Annual Report on Form 10-K for the year ended December 31, 2023.

Previous report

RISKS RELATED TO THE PROPOSED MAREL TRANSACTION

Previous report

The Proposed Marel Transaction (as defined below) with Marel hf. (“Marel”) is subject to significant risks and uncertainties and may not be consummated on the expected terms, if at all.

Previous report

We have entered into a Transaction Agreement (the “Transaction Agreement”) with Marel, pursuant to which the Company and Marel have agreed to the terms and conditions of the voluntary public takeover offer to be made by the Company for all of the issued and outstanding shares of Marel (the “Proposed Marel Transaction”). Launch of the offer is subject to, among other things, the approval of an offer document and prospectus by the Icelandic Financial Supervisory Authority of the Central Bank of Iceland. In addition, consummation of the Proposed Marel Transaction is subject to the satisfaction or waiver of various conditions, including valid acceptance of the offer from Marel shareholders representing at least 90% of the issued and outstanding share capital and voting rights of Marel, receipt of required regulatory approvals, receipt of required approval from our shareholders for the issuance of shares of our common stock in the Proposed Marel Transaction and other negotiated closing conditions. As a result, there can be no assurance that the Proposed Marel Transaction will be consummated on the expected terms, on the anticipated schedule, or at all. Any delay in consummation of the Proposed Marel Transaction could result in increased transaction costs and professional fees. If we fail to consummate the Proposed Marel Transaction, we may, under certain circumstances, be required to pay Marel a termination fee or reimburse Marel for certain costs and expenses incurred by Marel in connection with the Marel Transaction, in each case pursuant to the terms of the Transaction Agreement.

Previous report

If consummated, the success of the Proposed Marel Transaction will depend, in significant part, on the successful integration of the two companies and our ability to grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination. Difficulties in integrating our and Marel’s business practices and operations may result in the combined company performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and could have an adverse effect on our business, financial condition, results of operations, and cash flows.

Previous report

The issuance of shares of our common stock in connection with the Proposed Marel Transaction will dilute the ownership interests of our existing shareholders. In addition, the combined company’s indebtedness is expected to be substantially greater than our current indebtedness.

Previous report

We will provide Marel shareholders with a mix of cash and shares of our common stock as consideration for the Proposed Marel Transaction. Any issuance of shares of our common stock to Marel shareholders will dilute the ownership and voting interests of our existing shareholders. In addition, we will incur significant indebtedness, through various financing arrangements, to fund the cash portion of the consideration for the Proposed Marel Transaction. The combined company’s indebtedness will be substantially greater than our current indebtedness and greater than our and Marel’s combined indebtedness prior to the Proposed Marel Transaction. Our substantially increased indebtedness may have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions, lowering our credit ratings, increasing our borrowing costs and/or requiring us to reduce or delay investments, strategic acquisitions and capital expenditures, or to seek additional capital to refinance our indebtedness.