JBT Corp. submits enhanced proposal to acquire Marel

JBT Corporation (JBT) confirmed that it has submitted a revised and significantly improved proposal to the Board of Directors of Marel (MRRLF) to acquire all of the outstanding common stock of Marel for EUR 3.40 per Marel share. The proposal is contingent on a favorable recommendation from the Marel Board of Directors. This enhanced offer represents a 46 percent premium to Marel’s unaffected closing share price on November 23, 2023, of ISK350, a 17 percent premium to Marel’s closing share price on December 13, 2023, of ISK438.50, and is 8 percent higher than JBT’s prior proposal which was submitted on November 24, 2023. The proposed offer implies an enterprise value of approximately EUR 3.4 billion for Marel. In addition, as previously communicated, JBT has received an irrevocable undertaking and remains in exclusivity with respect to the shares owned by Eyrir Invest hf., which holds 24.7 percent of the shares in Marel. “JBT has long admired Marel, and there is significant strategic, cultural, and operational alignment between the companies. We are confident that the contemplated merger would bring substantial benefits to both companies’ customers, employees, local communities, partners and shareholders,” said Brian Deck, President and CEO of JBT Corporation. “Together, our companies would be best positioned to meaningfully help customers create efficient, higher quality end products with a combined focus on sustainable solutions that make better use of the world’s precious food, beverage, water, and energy resources. JBT remains open to further dialogue with the Board of Marel to design a win-win outcome.” JBT is prepared to work with the Board of Marel to design a consideration package that it believes would best meet the objectives of Marel shareholders, including offering up to 50 percent of the consideration in cash and up to 100 percent of the consideration in the form of combined company shares. Assuming the transaction is structured as a mix of 50 percent cash and 50 percent stock, in aggregate, Marel shareholders would hold approximately 29 percent of the combined company’s shares. Should Marel’s Board find it more attractive to structure the offer as an all-stock combination, Marel shareholders would then own approximately 45 percent of the combined company’s shares. JBT is prepared to proceed in an expeditious manner to complete diligence and reach a favorably recommended offer as soon as practicable. The issuance of a binding offer remains subject to the approval of JBT’s Board of Directors, and there can be no assurance that any formal offer will be made as a result of these considerations. Consistent with JBT’s overall M&A strategy, JBT intends to remain disciplined with respect to pursuit of this transaction.