FMC Technologies' Board of Directors Declares Tax-Free Dividend of John Bean Technologies Corporation Shares
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FMC Technologies, Inc. (NYSE:FTI) announced today that its Board of
Directors gave its final approval of the spin-off of FMC Technologies’
100-percent ownership of John Bean Technologies Corporation ("JBT”)
(NYSE:JBT) by declaring a dividend of JBT common stock. The dividend
will be distributed at the close of business on July 31, 2008, to FMC
Technologies shareholders of record as of July 22, 2008. Each holder of
FMC Technologies common stock will receive a dividend of 0.216 share of
JBT common stock for every share of FMC Technologies common stock held
on the record date.
In connection with the spin-off, JBT will pay a cash dividend to FMC
Technologies on July 31 of approximately $175 million. FMC Technologies’
Board has approved a $95 million increase in its stock repurchase
authorization, and FMC Technologies will use $95 million of the
approximately $175 million dividend to effect such stock repurchase. The
remaining proceeds of the cash dividend will be used to retire existing
debt.
FMC Technologies announced its intent to combine its FoodTech and
Airport Systems businesses into a separate, publicly traded company in
October 2007. Today’s announcement is one of
the final steps in the spin-off process, as the company has received a
private letter ruling from the Internal Revenue Service with respect to
the transaction’s tax-free status.
It is anticipated that a "when issued”
public market for FTI and JBT common stock will commence on or about
July 18 on the New York Stock Exchange under the symbols "FTI
WI” and "JBT WI.” "FTI WI” will
exclude the value of the dividend of JBT. During this time, FTI shares
will also trade "regular way”
under the symbol "FTI”
and include the dividend of JBT. Following the distribution, the common
stock of both companies will trade regular way.
Peter Kinnear, President and Chief Executive Officer of FMC
Technologies, said, "Completing the dividend
and spin-off of our non-energy businesses will position FMC Technologies
and JBT Corporation to realize their potential underlying value by
allowing each to focus on its core business.”
Charlie Cannon, Chairman, President and Chief Executive Officer of JBT,
added, "The spin-off will allow JBT’s
3,100 employees to focus on creating value for our shareholders by
pursuing growth opportunities directly related to the food processing
and air transportation industries.” FMC Technologies, Inc. (NYSE:FTI) is a leading global provider of
technology solutions for the energy industry and other industrial
markets. The Company designs, manufactures and services technologically
sophisticated systems and products such as subsea production and
processing systems, surface wellhead systems, high pressure fluid
control equipment, measurement solutions, and marine loading systems for
the oil and gas industry. Named by FORTUNE Magazine as America’s
Most Admired Oil and Gas Equipment, Service Company in 2005, 2006 and
2008, FMC Technologies employs approximately 13,000 people and operates
33 manufacturing facilities in 19 countries. For more information
visit www.fmctechnologies.com. John Bean Technologies Corporation ("JBT”)
is a leading global technology solutions provider to high-value segments
of the food processing and air transportation industries. The Company
designs, manufactures, tests and services technologically sophisticated
systems and products for customers through its JBT FoodTech and JBT
AeroTech segments. For more information visit www.jbtcorporation.com.
This release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are information of a non-historical nature and are subject to
risks and uncertainties that are beyond the Company's ability to
control. These risks and uncertainties are described under the caption "Risk
Factors” in JBT’s
Registration Statement on Form 10. These risks and uncertainties are
also described under the caption "Risk Factors”
in FMC Technologies’ Annual Report on Form
10-K for the year ended December 31, 2007 and may be modified in
subsequent quarterly reports filed by the Company with the Securities
and Exchange Commission that may be accessed on the Company’s
website. The Company cautions shareholders and prospective investors
that actual results may differ materially from those indicated by the
forward-looking statements.