CHICAGO - JBT Corporation (NYSE: JBT), a global technology solutions provider to the food and beverage industry, has announced that its shareholders have overwhelmingly approved the issuance of JBT common stock for its pending merger with Marel hf. (ICL: Marel). The approval came during a special shareholder meeting held this Thursday.
Over 99 percent of the shares voted at the meeting were in favor of the stock issuance, a critical step towards finalizing the transaction. JBT President and CEO Brian Deck expressed satisfaction with the vote, stating, "Today's shareholder approval marks another major milestone in the process to combine our two complementary food and beverage solutions businesses."
The merger is anticipated to bring significant benefits to customers, employees, shareholders, and other stakeholders. Both JBT and Marel have initiated integration planning to ensure seamless operations from day one post-merger.
Progress continues on other fronts as well, with regulatory filings made in all relevant jurisdictions. The companies are currently engaging with regulators to secure all necessary approvals. The voluntary takeover offer for all issued and outstanding shares of Marel is set to expire on September 2, 2024, unless extended as per the terms of the agreement. Additionally, JBT is working on a secondary listing application for Nasdaq Iceland, with a target to close the transaction by the end of 2024.
This merger is seen as a strategic move by JBT to enhance its position in the food and beverage industry, where it already provides a range of products and services. The company, which employs approximately 5,100 people globally, generates about half of its annual revenue from recurring operations such as parts, service, rebuilds, and leasing.
It is important to note that the information in this article is based on a press release statement. The final voting results of the special meeting will be filed with the U.S. Securities and Exchange Commission and made publicly available.
In other recent news, John Bean Technologies Corporation (NYSE:JBT) reported a minor revenue increase of 1% to $392 million in the first quarter of 2024, along with augmented adjusted EBITDA margins. This coincides with JBT's proposed merger with Marel, a move projected to generate cost synergies and augment the value proposition for customers. 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. The company also predicts an organic revenue growth of 4% to 6% and a free cash flow conversion rate above 100%.
In addition, JBT announced supplemental disclosures to its proxy statement concerning the proposed acquisition of Marel. This comes in response to a lawsuit alleging that the previously issued proxy statement omitted crucial information. Despite JBT's belief that the claims are baseless, the company has chosen to provide additional details to address the disclosure claims and avoid potential delays. The new disclosures include specifics about the JBT Subcommittee's formation, the negotiation process with Marel, and the financial analyses supporting the transaction.
Goldman Sachs, JBT's financial advisor, has offered further insights into their valuation analysis of Marel, detailing the discount rates and terminal value multiples used. These recent developments highlight JBT's dedication to growth and strategic expansion.
InvestingPro Insights
The recent shareholder approval for JBT Corporation's merger with Marel hf. underscores the company's strategic direction and commitment to growth. Investors and shareholders might find the following metrics and tips from InvestingPro particularly relevant in light of this development.
An InvestingPro Data point that stands out is JBT's P/E Ratio, which is currently at 5.01. This suggests that investors might be undervaluing the company's earnings potential, especially considering that analysts have revised their earnings upwards for the upcoming period—one of the InvestingPro Tips. This upward revision by four analysts could signal confidence in JBT's post-merger performance.
Another relevant InvestingPro Tip is JBT's consistent dividend payments over the last 17 years. As the company prepares for the merger, this history of returning value to shareholders may provide a sense of stability and trust. Additionally, JBT's liquid assets exceed its short-term obligations, indicating a solid financial footing as it moves forward with the integration process.
From a valuation standpoint, JBT is currently trading near its 52-week low, with a Price / Book ratio in the last twelve months as of Q2 2024 at 1.89. This could represent a potential entry point for investors believing in the long-term benefits of the merger with Marel.
For those looking for more in-depth analysis and additional insights, InvestingPro offers a comprehensive list of tips. There are currently 8 additional InvestingPro Tips available for JBT Corporation, which can be accessed at https://www.investing.com/pro/JBT. These tips could provide investors with a broader understanding of JBT's financial health and future prospects as it embarks on this significant merger.
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