JBT Corp. offers to acquire Marel for EUR 3.60 per share

JBT announced its intention to launch a voluntary takeover offer during the first quarter of 2024 for all of the issued and outstanding shares in Marel at an offer price of EUR 3.60 per share. Such offer values the entire share capital of Marel at approximately EUR 2.7B and, inclusive of Marel’s net indebtedness of approximately EUR 0.8B as of September 30, 2023, represents an enterprise value of approximately EUR 3.5B. Based on an agreed exchange ratio for the JBT stock portion of the consideration that utilizes a reference share price of $96.25 per share of JBT, the offer would result in Marel shareholders receiving an aggregate of approximately EUR 950M in cash and holding approximately a 38% ownership interest in the combined company. It is anticipated that Marel shareholders will have the option to receive either cash, JBT common stock, or a combination thereof in respect of their Marel shares. Elections will be subject to a proration process such that the offer achieves a weighted average mix of approximately 65% stock and approximately 35% in cash. Eyrir Invest hf., the largest shareholder in Marel with 24.7% of Marel’s share capital as of the date of this announcement, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.