JBT Corporation Submits Enhanced Proposal to Acquire Marel hf - Seite 2

Commitment to Icelandic Heritage

The combined company would have a long-term commitment to a significant Icelandic presence and to preserving Marel’s heritage by maintaining a European headquarters in Gardabaer, Iceland, in addition to a corporate headquarters in Chicago, IL. To maximize shareholder trading liquidity, and consistent with Marel’s publicly stated overseas listing objectives, JBT would contemplate the stock exchange listing remain on the NYSE with a secondary listing in Reykjavik. Additionally, JBT is prepared to provide proportional representation for Marel on the combined company’s Board of Directors.

Attractive and Flexible Consideration Package

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.

“This ownership position would provide substantial value creation opportunity for Marel shareholders to benefit from the ongoing success of the combined company in addition to the immediate liquidity offered by the cash portion of the consideration,” added Deck. “Regardless of which structure is ultimately deemed to be the most suitable, JBT remains firmly committed to maintaining a strong balance sheet and preserving future strategic flexibility.”

Timing

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.