JBT Corporation Announces the Execution of a Definitive Transaction Agreement with Marel hf., Representing a Significant Milestone Towards the Anticipated Launch of a Voluntary Takeover Offer for All Marel Shares

JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food & beverage industry, today announced that JBT and Marel hf. (ICL: Marel) have executed a definitive transaction agreement related to JBT’s previously announced intention to make a voluntary takeover offer for all of the issued and outstanding shares of Marel. The transaction agreement includes the terms of the offer and other important governance, social, and operating items relating to the proposed business combination of JBT and Marel. The transaction agreement was approved by the Boards of Directors of both companies.

JBT and Marel are continuing to work expeditiously to finalize and submit a preliminary proxy statement/prospectus on Form S-4 with the U.S. Securities and Exchange Commission (SEC) as well as an offer document and prospectus with the Icelandic Financial Supervisory Authority of the Central Bank of Iceland (FSA), as required to launch the offer. Pending final approval by the FSA, JBT currently expects to launch the offer in May 2024. The transaction is expected to close by the end of 2024, subject to regulatory clearance and applicable shareholder approvals.

“The execution of this transaction agreement represents a significant milestone in the process to combine JBT and Marel, creating a stronger business that will benefit shareholders, customers, and other stakeholders,” said Brian Deck, JBT’s President and Chief Executive Officer. “The approval of the transaction agreement by the Board of Directors of both companies is the result of highly collaborative work between the JBT and Marel teams. We both completed confirmatory due diligence, which reaffirmed the compelling industrial logic of the combination and the value creation for shareholders. This process has reinforced our confidence in the potential revenue synergies and further value creation opportunity.”

Marel Offer Summary

The economic terms of the offer are consistent with JBT’s prior announcement on January 19, 2024. Subject to a proration feature, Marel shareholders will have the option to elect to receive either all cash, all JBT common stock, or a combination of cash and JBT common stock in respect of each Marel share as outlined below:

• All cash: €3.60 in cash
• All JBT common stock: 0.0407 JBT shares
• Combination of cash and JBT common stock: €1.26 in cash and 0.0265 JBT shares

The economic terms above utilize a reference share price of $96.25 per share of JBT. Based on both the proration feature and the agreed upon JBT reference share price, the estimated consideration mix will be 65 percent stock and 35 percent cash. This will result in Marel shareholders receiving, in the aggregate, €950 million in cash and holding approximately a 38 percent ownership interest in the combined company.