Marel — M&A Activity 2024

Jun 24, 2024

Marel: JBT launches a voluntary takeover offer to the shareholders of Marel - Positive recommendation by the Marel Board of Directors

Marel: JBT launches a voluntary takeover offer to the shareholders of Marel - Positive recommendation by the Marel Board of Directors

Today, John Bean Technologies Corporation (“JBT”) has launched the voluntary takeover offer (“Offer”) to the shareholders of Marel hf. (“Marel” or the “Company”) for all issued and outstanding shares in the Company in accordance with the provisions of the Icelandic Act no. 108/2007 on Takeovers (“Takeover Act”).

The Offer is based on the terms and conditions set out in an offer document approved by the Icelandic Financial Supervisory Authority of the Central Bank of Iceland and published and dated 24 June 2024. JBT has also issued a prospectus in connection with the offer. The Offer and the prospectus are hereby attached and also available on Arion bank’s website: Arion Bank Offer site

Positive recommendation by the Marel Board of Directors

The Board of Directors of Marel has published its reasoned statement in relation to the Offer and its terms to fulfil the requirements of both the Takeover Act and the Transaction Agreement between Marel and JBT from 4 April 2024. The Board unanimously (i) supports the Offer, including the price and other terms thereto, (ii) recommends that the Marel shareholders accept the Offer and tender their shares into the Offer, and (iii) believes that the consummation of the transaction will have a positive effect on the interests of Marel and its employees.

In its preparation for the reasoned statement, the Board received separate written opinions from J.P. Morgan and Rabobank as to the fairness, from a financial point of view and as of the date of such opinions, of the consideration payable in the Offer, subject to the assumptions, limitations, qualifications and other matters set forth in such opinions.

Arnar Thor Masson, Chairman of the Board of Directors commented:

“I am immensely proud of Marel, the continued good progress delivered on our strategy and the critical role we play in transforming the way food is processed. As a Board and with independent advice, we have carefully considered what the combination as JBT Marel Corporation would mean for our shareholders and wider stakeholders. We have concluded that there is compelling strategic rationale for the transaction and the offer provides an exciting opportunity to accelerate progress and have a positive effect on the interests of Marel and its stakeholders. Therefore, the Board unanimously supports the offer from JBT for all shares in Marel and have provided a positive recommendation in our reasoned statement. Together, we can better serve customers through the combination of two highly-talented teams benefitting from greater scale and a wider product offering and service reach. The combined company, as a diversified global food and beverage solutions provider, will be able to further drive sustainability in our industry and could have an even greater positive impact toward more sustainable food systems. I am particularly pleased that the combination can achieve this all whilst building on our Marel heritage."

Investor meeting in Iceland and live webcast on Monday 24 June

JBT and Marel will jointly host an open investor meeting on Monday 24 June 2024, in Iceland at 9:00 AM Eastern Time (13.00 GMT/14.00 BST/15.00 CET) at the headquarters of Arion Bank in Reykjavik, Iceland.

In the investor meeting, Arni Sigurdsson, CEO of Marel, Brian Deck, President and CEO of JBT, and Matt Meister, EVP and CFO of JBT will give an overview of the Offer, the strategic rationale and vision for the combination, and conclude with a Q&A session.

The meeting will be conducted in English and a live stream of the event will also be available on JBT's Investor Relations website, Marel's Investor Relations website, and Arion Bank's website.   

If you would like to attend the meeting in-person, please register in advance at the following link as capacity is limited: Registration for in-person attendance.

Offer period and timeline

The offer period commences on 24 June 2024 and expires at 17:00 GMT on 2 September 2024 (but may be extended from time to time pursuant to the Transaction Agreement entered into between JBT and Marel on 4 April 2024 and the applicable provisions of the Icelandic Takeover Act and U.S. securities laws).

The transaction is subject to customary conditions including regulatory approvals, approval by Marel shareholders, and approval by JBT shareholders and expected to close by the end of 2024.

Shareholder questions on offer process

Marel shareholders who hold Marel Shares listed on Nasdaq Iceland can contact Arion banki hf. with any queries related to the acceptance and/or settlement of the Offer by email at assistance.marel2024@arionbanki.is.

Marel shareholders who hold Marel Shares listed on Euronext Amsterdam should contact their financial intermediary to obtain information on the acceptance and/or settlement process. Financial intermediaries and Marel shareholders can contact ABN AMRO Bank N.V. with any queries by email at corporate.broking@nl.abnamro.com.

Marel has engaged J.P. Morgan as financial advisor, Rabobank as provider of independent fairness opinion to the Board, and Baker McKenzie (US), BBA/Fjeldco (Iceland) and Osborne Clarke (Netherlands) for legal advice.

Further information:

Investor Relations

• Marel – Tinna Molphy
• Email: ir@marel.com
• Tel: +354 8538603
• JBT offer launch | Marel

Media Relations

• FTI – Alex Le May and Matthew O’Keeffe
• Email: Marel@fticonsulting.com
• Tel: +44 (0)20 3727 1340

About Marel

Marel (NASDAQ: MAREL, AEX: MAREL) is a leading global provider of advanced food processing equipment, systems, software and services to the food processing industry. Established in 1983, we have around 7,300 employees and a presence in more than 30 countries, servicing customer accounts in over 140 countries. We are listed on Nasdaq Iceland and Euronext Amsterdam, and in 2023 we delivered EUR 1.7 billion in revenues, with 46% coming from recurring aftermarket services and software. We invest 5-6% of revenues in innovation every year, setting new benchmarks in processing poultry, meat, fish as well as pet food, aqua feed and plant protein. Utilizing cutting edge technologies such as robotics, data-driven solutions, automation and software, we empower our customers to increase yield, ensure food safety, improve sustainability and ultimately create value for their businesses. For further information, please visit marel.com/ir.

Attachments: