Marel — M&A Activity 2024

Jan 19, 2024

Marel: Third proposal from JBT and intention to make a voluntary takeover offer in 1Q24

Marel: Third proposal from JBT and intention to make a voluntary takeover offer in 1Q24

Marel (“the Company”) announces that it has received a third proposal from John Bean Technologies Corporation (“JBT”) to acquire all issued and outstanding shares in Marel at EUR 3.60 per share (“the Proposal”) 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 24 November and a revised proposal on 13 December 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.

The Proposal from JBT refers to an irrevocable undertaking from Eyrir Invest hf., which holds 24.7% of the shares in Marel, to accept the offer in respect of all of its shares in Marel.

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 the 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 finalization 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 favorable recommendation from the Marel Board of Directors.

1. Proposed valuation / consideration: In the Proposal, JBT proposes a valuation of EUR 3.60 per Marel share (which implies ISK 538 per share based on Iceland Central Bank exchange midrate for ISK/EUR on 18 January 2024) for 100% of the outstanding shares of Marel. The proposal stipulates the valuation was formulated assuming 754.0 million fully diluted Marel shares outstanding and is inclusive of Marel’s existing net debt (including lease liabilities) of EUR 871.9 million on 30 September 2023.
2. 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:
   1. EUR 3.60 in cash.
   2. 0.0265 JBT shares and EUR 1.26 in cash.

   3. 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. The exchange ratio is based on an agreed JBT trailing stock price of USD 96.25 (EUR 88.42 based on USD/EUR exchange rate of 1.0885).
      3. 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:
      1. The combined company would be named JBT Marel Corporation.
      2. 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).
      3. The combined company would maintain the Marel brand presence in the commercial marketplace.
      4. The combined company would operate their European headquarters and a technology center of excellence in Gardabaer, Iceland, and maintain a corporate headquarters in Chicago, Illinois.
      5. There would be proportional representation on the combined company’s board for Marel shareholders based on pro forma ownership in the combined company.
      4. Conditions: The Proposal notes that the voluntary takeover bid would be subject to a favorable 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.
      5. 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.

Marel has engaged J.P. Morgan as its financial advisor, and Baker McKenzie, BBA/Fjeldco and Osborne Clarke for legal advice in relation to the Proposal.

Marel will update the market in a timely manner regarding any material developments, consistent with its statutory disclosure obligations.

Attached is a statement by JBT regarding its intent to submit a takeover offer which Marel was requested to disclose.

Further information:

Investor Relations

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

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 poultry, meat and fish industries. In line with its 2017- 2026 growth strategy, Marel has gradually expanded its business model into adjacent industries, where most recently the acquisition of Wenger has added a fourth pillar focused on pet food, plant-based protein and aqua feed. Our united team of around 8,000 employees in over 6 continents delivered EUR 1.7 billion in revenues in 2022. Annually, Marel invests around 6% of revenues in innovation. By continuously transforming food processing, we enable our customers to increase yield and throughput, ensure food safety and improve sustainability in food production. Marel was listed on NASDAQ Iceland in 1992 and dual-listed on Euronext Amsterdam in June 2019. For further information, please visit marel.com/ir.

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