JBT make proposal to takeover Marel

January 24, 2024 - Marel announced recently that it has received a third proposal from John Bean Technologies Corporation (JBT) to acquire all issued and outstanding shares in Marel and stating an intention to merge the companies by launching a voluntary takeover offer in the first quarter of 2024.

This third proposal followed two previously announced proposals from JBT, the first proposal on November 24 and a revised proposal on December 12 in 2023 which the Marel Board reviewed with due care and process. Following positive discussions, the Board has carefully considered the revised Proposal both on price and its commitments to wider stakeholders and acknowledges the merits of the combination. The Board has decided to engage with JBT to further the discussions and the companies will henceforth enter into reciprocal confirmatory due diligence.

Arnar Thor Masson, Chairman of Marel, commented:

"Following a period of constructive discussions, we have received a revised proposal from JBT to enter into a merger with Marel. The board has carefully assessed the proposal and, whilst it continues to believe in Marel's standalone strategy, considers that there is compelling logic in combination for Marel's shareholders and its stakeholders. The proposed terms are attractive and offer an opportunity for the shareholders of Marel to participate in future value creation. Therefore, the Board supports working with JBT on confirmatory due diligence and the finalisation of its formal offer for Marel on these terms."

Terms of the Proposal

The Proposal sets out the following key terms and conditions, which are contingent on a favourable recommendation from the Marel Board of Directors.

• Proposed valuation/consideration: In the proposal, JBT proposes a valuation of EUR 3.60 per Marel share for 100 percent of the outstanding shares of Marel. 
• Consideration Mix: The Proposal notes that Marel shareholders would have the flexibility to elect to receive, in exchange for each Marel share, one of the following:
• EUR 3.60 in cash.
• 0.0265 JBT shares and EUR 1.26 in cash.
• 0.0407 JBT shares.

The Proposal adds that elections will be subject to proration such that the offer achieves a weighted average mix of approximately 65 percent JBT stock and approximately 35 percent in cash, which would result in Marel shareholders owning approximately 38 percent of the combined company. 

• Commitment to Marel's heritage: The proposal notes a long-term commitment to a significant Icelandic presence and to preserving Marel's heritage, expressed in the following ways:
• The combined company would be named JBT Marel Corporation.
• The combined company would have a secondary listing of its shares on Nasdaq Iceland with the main listing on the New York Stock Exchange (NYSE).
• The combined company would maintain the Marel brand presence in the commercial marketplace.
• The combined company would operate their European headquarters and a technology centre of excellence in Gardabaer, Iceland and maintain a corporate headquarters in Chicago, Illinois.
• There would be proportional representation on the combined company's board for Marel shareholders based on pro forma ownership in the combined company.

• Conditions: The Proposal notes that the voluntary takeover bid would be subject to a favourable recommendation from the Board of Directors of Marel, acceptable confirmatory due diligence, customary regulatory approvals, valid acceptance of the offer from Marel shareholders representing a minimum of 90 percent of the issued and outstanding share capital and voting rights (on a fully diluted basis) of Marel, final approval by the Board of Directors of JBT and JBT shareholder vote.
• Timeline: The Proposal states that JBT intends to launch the takeover bid in the first quarter of 2024 which would include the full details of the offer including terms and conditions. Details of the offer would be contained in an offer document to be sent to all eligible shareholders in Marel following review and approval by the Icelandic FSA. Assuming this is successful, the transaction is expected to close during the second half of the year.

For more information, visit HERE.

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