ICELAND – Marel, a leading global provider of advanced processing systems for the food industry, has confirmed receiving a third proposal from John Bean Technologies Corporation (JBT) regarding the acquisition of all issued and outstanding shares in Marel. 

JBT has expressed its intention to merge the two companies by launching a voluntary takeover offer in the first quarter of 2024.

This third proposal comes after two previous proposals from JBT on November 24 and a revised proposal on December 12, 2023. 

Following careful review and positive discussions, Marel’s Board acknowledges the merits of the combination and has decided to engage with JBT to move forward with reciprocal confirmatory due diligence.

Arnar Thor Masson, Chairman of Marel, expressed the Board’s perspective on the proposal, stating, “The board has carefully assessed the proposal and, while 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.

Key terms of the proposal

Valuation/Consideration: JBT proposes a valuation of EUR 3.60 (US$3.55) per Marel share for 100 percent of the outstanding shares, offering Marel shareholders the flexibility to choose between cash or a combination of JBT shares and cash.

Consideration Mix: Marel shareholders can elect to receive EUR 3.60 (US$3.55) in cash, 0.0265 JBT shares, and EUR 1.26 (US$1.37) in cash, or 0.0407 JBT shares. 

The proposal ensures a weighted average mix of approximately 65 percent JBT stock and 35 percent cash, with Marel shareholders owning around 38 percent of the combined company.

Commitment to Marel’s Heritage: JBT emphasizes a long-term commitment to a significant Icelandic presence and the preservation of Marel’s heritage through several measures, including the combined company being named JBT Marel Corporation and maintaining the Marel brand in the commercial marketplace.

Conditions: The voluntary takeover bid is subject to a favorable recommendation from Marel’s Board, acceptable confirmatory due diligence, customary regulatory approvals, valid acceptance from Marel shareholders representing a minimum of 90 percent of the issued and outstanding share capital, final approval by the Board of Directors of JBT, and a JBT shareholder vote.

Timeline: JBT aims to launch the takeover bid in the first quarter of 2024, including full details in an offer document to be sent to eligible shareholders in Marel following approval by the Icelandic FSA. If successful, the transaction is expected to close during the second half of the year.

The proposed merger signifies a significant development in the global food processing industry and reflects the ongoing strategic considerations of both JBT and Marel in a rapidly evolving market.

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