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 - Seite 2

JBT intends that the combined company will remain listed on the New York Stock Exchange (NYSE) and will submit a secondary listing application to list a portion of JBT’s common stock on Nasdaq Iceland. Marel shareholders will have the ability to elect to receive JBT shares listed either on the NYSE or, upon a successful application by JBT for a listing on Nasdaq Iceland, on Nasdaq Iceland.

Eyrir Invest hf., the largest shareholder in Marel with approximately 25 percent of Marel’s issued and outstanding ordinary shares, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.

The Transaction Agreement

The transaction agreement includes comprehensive negotiated terms and conditions, including (i) the obligation to use reasonable best efforts to obtain required regulatory approvals (subject to certain limitations), (ii) cooperation in preparing required offering documents and other matters and (iii) certain mutual representations, warranties, and covenants.

The transaction agreement provides that Brian Deck will serve as Chief Executive Officer (CEO) of the combined company, Arni Sigurdsson will be President of the combined company, and the remainder of the executive leadership positions will be a combination of talent from both companies. The combined company’s Board of Directors will consist of five independent directors from the pre-closing JBT Board of Directors, four independent directors from the pre-closing Marel Board of Directors, and the CEO of the combined company. Alan Feldman will serve as Chairman of the Board of the combined company.

The transaction agreement also includes a commitment to a significant Icelandic presence and to preserving Marel’s heritage, as outlined in JBT’s prior announcement on January 19, 2024. The combined company will be named JBT Marel Corporation and Marel’s current facility in Gardabaer, Iceland will be designated as JBT’s European headquarters and a global technology center of excellence.

Among other closing conditions, JBT’s obligation to consummate the offer is conditioned upon at least 90 percent of Marel’s outstanding shares being tendered into the offer as well as the approval by JBT stockholders of the issuance of JBT stock in connection with the offer.

Acquisition Financing

JBT expects to partially utilize its existing cash on hand as well as a €1.9 billion fully committed bridge financing facility from Goldman Sachs and Wells Fargo to guarantee the funding of the cash portion of the transaction, pay off Marel’s outstanding debt, refinance JBT’s existing debt, and pay transaction fees and related expenses. JBT expects to pursue a conventional long-term financing structure, which is anticipated to be consummated in connection with the closing of the transaction. Assuming a transaction close by year-end 2024, the combined company is expected to have a pro forma net leverage ratio of less than 3.5x at year-end 2024, which is prior to any synergies, and be well below 3.0x net leverage by year-end 2025, providing significant financial flexibility to the combined company to pursue further strategic initiatives.