IMPORTANT INFORMATION
General
On 24 June 2024, John Bean Technologies Europe B.V., a private limited liability company incorporated under the laws of the Netherlands, with its seat in Rotterdam, the Netherlands, and registered with the Dutch Trade Register under no. 63675013 (the “Offeror”), a wholly owned subsidiary of John Bean Technologies Corporation (“JBT”), made a voluntary public offer to the shareholders of Marel hf., an Icelandic public limited liability company, with registration number 620483-0369 and registered seat in Garðabær, Iceland (“Marel” or the “Company”), to tender all outstanding shares in Marel to the Offeror at a price per share of EUR 3.60 in cash, newly issued shares in JBT or a mix of cash and newly issued shares in JBT (the “Offer”). This document (the “Supplement”) constitutes a supplement to the offer document prepared by the Offeror, which was published on 24 June in relation to the Offer (the “Offer Document”). This Supplement shall at all times be read together with, and as an integrated part of, the Offer Document. The definitions used in the Offer Document also apply to the Supplement.
The Supplement shall be governed by and construed in accordance with Icelandic law. Disputes concerning the Supplement, or arising in connection therewith, shall be settled exclusively by Icelandic courts, with the District Court of Reykjavík, Iceland, as first instance, unless otherwise agreed between the Offeror, JBT and Marel.
The information in this Supplement is intended to be accurate, although not complete, only as of the day of the announcement of the Supplement. It is not implied that the information has been or will be accurate at any other time. Except as required by applicable law or regulation, the Offeror expressly disclaims any obligation or undertaking to publicly announce updates or revisions regarding the Supplement. The information in the Supplement is provided solely with respect to the Offer and is not permitted to be used for any other purpose.
Forward-looking statements
Statements in this Supplement relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside the control of the Offeror.
Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by applicable law or regulations, the Offeror expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in the Supplement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statements is based. The reader should, however, consult any additional disclosures that the Offeror, JBT or Marel have made or may make.
Offer restrictions
The Offer is not being made, whether directly or indirectly, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated in an offering prospectus, dated 20 June 2024 and published in relation to the Offer (the “Offering Prospectus”). Persons obtaining the Offer Document and/or the Offering Prospectus and/or into whose possession the Offer Document and/or the Offering Prospectus comes are required to take due note and observe all such restrictions and obtain any necessary authorizations, approvals or consents. Neither the Offeror nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward the Offer Document and/or the Offering Prospectus or any related document to any jurisdiction outside Iceland, the Netherlands, Denmark and the United States should inform themselves of the laws of the relevant jurisdiction and should also carefully read the information contained in section 2 “General information” of the Offering Prospectus before taking any action. The distribution of the Offer Document and/or the Offering Prospectus in jurisdictions other than Iceland, the Netherlands, Denmark or the United States may be restricted by law, and, therefore, persons who come into possession of the Offer Document and/or the Offering Prospectus should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.
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