JBT Corporation Submits Enhanced Proposal to Acquire Marel hf

JBT Corporation (NYSE: JBT), (“JBT” or the “Company”) a leading global technology solutions provider to high-value segments of the food & beverage industry, today confirmed that it has submitted a revised and significantly improved proposal to the Board of Directors of Marel hf. (“Marel”) to acquire all of the outstanding common stock of Marel for €3.40 per Marel share (ISK511 per share based on an ISK / EUR exchange rate of 150.3). 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 €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.”

Strategic Rationale

The merger would bring together two renowned companies with complementary product portfolios, market leading brands, and superior technology to create a leading global food and beverage technology solutions company. Customers of both companies would benefit from the enhanced fuller line processing capabilities and digitally supported aftermarket parts and service enabled by the combined company’s global reach. The combination offers substantial synergies by providing attractive cross-selling and go-to-market potential, meaningful cost savings opportunities, and further margin enhancement, positioning both JBT and Marel shareholders to benefit from significant upside potential.