EX-FILING FEES 12 d828557dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

John Bean Technologies Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
     Security
Type
 

Security

Class

Title

  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered(1)
  Proposed
Maximum
Offering
Price Per
Share
 

Maximum

Aggregate

Offering

Price(2)

 

Fee

Rate

  Amount of
Registration
Fee(3)
  Carry 
Forward 
Form 
Type 
  Carry 
Forward 
File 
Number 
  Carry 
Forward 
Initial 
effective 
date 
  Filing Fee 
Previously 
Paid In 
Connection 
with 
Unsold 
Securities 
to be 
Carried 
Forward 
 
Newly Registered Securities
                         

Fees to Be

Paid

  Equity   

Common Stock,

par value $0.01

per share 

 

457(c)

457(f)

457(o)

  19,979,682    —    $1,590,231,912    0.00014760    $234,719           
                         

Fees

Previously

Paid

  —    —    —    —    —    —      —           
 
Carry Forward Securities
                         

Carry

Forward

Securities

  —    —    —    —      —        —    —    —    — 
                   
    Total Offering Amounts(3)     $1,590,231,912     $234,719          
                   
    Total Fees Previously Paid          —           
                   
    Total Fee Offsets          —           
                   
    Net Fees Due                $234,719                

 

(1)

Represents the estimated maximum number of shares of common stock of John Bean Technologies Corporation (“JBT”), par value $0.01 per share (the “JBT Shares”), estimated to be issued to holders of ordinary shares, nominal value ISK 1 per share, of Marel hf. (“Marel” and such shares, the “Marel Shares”) in connection with the business combination of JBT, Marel and their respective subsidiaries by way of a voluntary public takeover offer (the “Offer”) made by John Bean Technologies Europe B.V., a wholly owned subsidiary of JBT, to Marel’s shareholders (the “Marel Shareholders”) to acquire all of the issued and outstanding Marel Shares as described in the proxy statement/prospectus. In the Offer, Marel Shareholders may exchange each Marel Share, at their election, for (i) cash consideration in the amount of €3.60, (ii) stock consideration consisting of 0.0407 newly and validly issued, fully paid and non-assessable JBT Shares) or (iii) cash consideration in the amount of €1.26 along with stock consideration consisting of 0.0265 newly and validly issued, fully paid and non-assessable JBT Shares, in each case subject to the proration provisions described in the proxy statement/prospectus. The number of JBT Shares being registered is based upon the product of (i) 0.0265 and (ii) 753,950,271 Marel Shares outstanding as of May 14, 2024.

 

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rules 457(c) and 457(f) under the Securities Act. The proposed maximum aggregate offering price was calculated as the difference of (i) the product of (a) 753,950,271 Marel Shares outstanding as of May 14, 2024, which will be cancelled and exchanged in the Offer, and (b) $3.47, the average of the high and low sale prices of Marel Shares as reported on Nasdaq Iceland on May 13, 2024 (using an exchange rate of $0.71 per 100 Icelandic Króna, based on the exchange rate as of May 13, 2024), minus (ii) $1,025,975,529, the amount of cash to be paid by JBT in connection with the Offer (using an exchange rate of $1.08 per €1, based on the exchange rate as of May 13, 2024). The amount of cash to be paid by JBT in connection with the Offer is equal to approximately €950 million, which reflects the product of (i) €1.26 and (ii) 753,950,271 Marel Shares outstanding as of May 14, 2024.

 

(3)

Pursuant to Rule 457(o) under the Securities Act, the registration fee has been calculated on the basis of the proposed maximum aggregate offering price. The fee has been calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $147.60 per $1,000,000 of the proposed maximum aggregate offering price.