JBT Corp., Marel execute definitive transaction agreement

JBT Corporation announced that JBT and Marel have executed a definitive transaction agreement related to JBT’s previously announced intention to make a voluntary takeover offer for all of the issued and outstanding shares of Marel. The transaction agreement includes the terms of the offer and other important governance, social, and operating items relating to the proposed business combination of JBT and Marel. The transaction agreement was approved by the Boards of Directors of both companies. JBT and Marel are continuing to work expeditiously to finalize and submit a preliminary proxy statement/prospectus on Form S-4 with the U.S. SEC as well as an offer document and prospectus with the Icelandic Financial Supervisory Authority of the Central Bank of Iceland, as required to launch the offer. Pending final approval by the FSA, JBT currently expects to launch the offer in May 2024. The transaction is expected to close by the end of 2024, subject to regulatory clearance and applicable shareholder approvals. The economic terms of the offer are consistent with JBT’s prior announcement on January 19, 2024. Subject to a proration feature, Marel shareholders will have the option to elect to receive either all cash, all JBT common stock, or a combination of cash and JBT common stock in respect of each Marel share as outlined below: All cash: EUR 3.60 in cash. All JBT common stock: 0.0407 JBT shares. Combination of cash and JBT common stock: EUR 1.26 in cash and 0.0265 JBT shares. The economic terms above utilize a reference share price of $96.25 per share of JBT. Based on both the proration feature and the agreed upon JBT reference share price, the estimated consideration mix will be 65 percent stock and 35 percent cash. This will result in Marel shareholders receiving, in the aggregate, EUR 950M in cash and holding approximately a 38 percent ownership interest in the combined company. JBT intends that the combined company will remain listed on the New York Stock Exchange and will submit a secondary listing application to list a portion of JBT’s common stock on Nasdaq Iceland. Marel shareholders will have the ability to elect to receive JBT shares listed either on the NYSE or, upon a successful application by JBT for a listing on Nasdaq Iceland, on Nasdaq Iceland. Eyrir Invest hf., the largest shareholder in Marel with approximately 25 percent of Marel’s issued and outstanding ordinary shares, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.