AMSTERDAM: Marel has announced its entry into a transaction agreement with John Bean Technologies Corporation (JBT). This move comes after JBT’s voluntary takeover offer for all issued and outstanding shares in Marel, signaling a potential consolidation in the sector.

John Bean Technologies proposes to acquire Marel in a euro 2.7 billion deal

The Boards of Directors of both companies have approved the transaction agreement, which outlines the offer’s terms and sets the foundation for corporate governance and social responsibilities post-merger.

The Marel Board believes this transaction aligns with the company’s best interests, benefiting shareholders, employees, and other stakeholders.

Financial experts from J.P. Morgan and Rabobank have provided favorable opinions on the financial fairness of the takeover offer. These opinions, along with the full transaction agreement, will be made available for public review.

JBT plans to initiate the offer in May 2024, subject to regulatory approvals and consent from both Marel and John Bean Technologies shareholders. The deal is expected to conclude by the end of 2024.

In anticipation of the takeover, Marel has adjusted its financial calendar, postponing the Q1 2024 financial results announcement to May 7, 2024.

JBT’s proposed valuation stands at EUR 3.60 per Marel share, with shareholders given options to receive cash, a combination of cash and John Bean Technologies shares, or JBT shares alone.

The exchange ratios are based on a JBT reference share price of USD 96.25, aiming for a mix of 65% stock and 35% cash in the overall offer consideration. This arrangement would grant Marel shareholders an estimated EUR 950 million in cash and a 38% stake in the merged entity.

Eyrir Invest hf., Marel’s largest shareholder, has committed to accepting the offer for its entire 25% shareholding, marking a vote of confidence in the proposed merger. Marel shareholders will also have the choice to receive JBT shares traded on the NYSE or, pending a successful application, on Nasdaq Iceland.

Arnar Thor Masson, Chairman of Marel, commented: “We are pleased to announce the transaction agreement with JBT that outlines the key terms of the proposed voluntary takeover offer. This is a significant milestone in the potential combination of our two businesses. Following confirmatory due diligence, this has strengthened our view that there is compelling logic behind the combination for our shareholders and wider stakeholders. Consequently, we remain enthusiastic about the strategic rationale for the transaction and the commitment to Marel’s heritage, secondary listing in Iceland, executive leadership positions will be a combination of talent from both companies, and proportional Board representation reflecting respective ownership. We will continue to work closely with John Bean Technologies ahead of an expected offer launch in May.”

Arni Sigurdsson, Chief Executive Officer of Marel, added: “This is an important step as we move towards the possible combination with JBT. Their interest in Marel is a testament to our business’ strength and the progress we have delivered, driven by the talented and dedicated global teams. Looking ahead to the potential combination, there are exciting opportunities to accelerate progress as we transform the way food is processed.”