John Bean Technologies Corporation (NYSE:JBT) made a non-binding initial proposal to acquire Marel hf. (ICSE:MAREL) from Eyrir Invest and others for approximately ?2.6 billion on November 24, 2023. John Bean Technologies Corporation (NYSE:JBT) executed a definitive transaction agreement to acquire Marel hf. (ICSE:MAREL) from Eyrir Invest and others on April 4, 2024. Under the terms, John Bean shall pay ?3.15 per share for 100% of the outstanding shares in Marel wherein 25% of the proposed consideration would be paid in cash and 75% in the form of shares in JBT. As of December 13, 2023, JBT Corporation 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). Under the terms of consideration, the Proposal provides that JBT is prepared to offer flexibility in the consideration mix or up to 50% of the consideration in cash and up to 100% of the consideration in the form of Combined Company shares. Assuming a mix of 25% cash and 75% stock, in aggregate Marel shareholders would hold ~38% of the Combined Company?s shares or, if all shareholders elected 100% stock consideration, ~45% of the Combined Company?s shares. 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. The proposed offer implies an enterprise value of approximately ?3.4 billion for Marel. JBT would contemplate that the stock exchange listing remain on the NYSE with a secondary listing in Reykjavik on Nasdaq Iceland. 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. As of January 19, 2024, JBT Corporation announces Intention to Launch a Voluntary Takeover Offer to Effectuate Merger with Marel hf. As per the revised terms, the offer price per share has been increased to ?3.60 per share. It is anticipated that Marel shareholders will have the option to receive either cash, JBT common stock, or a combination thereof in respect of their Marel shares. Elections will be subject to a proration process such that the offer achieves a weighted average mix of approximately 65 percent stock and approximately 35 percent in cash. The Offer would result in Marel shareholders holding an approximately 38 percent interest in the combined company and receiving an aggregate of ?950 million in cash.

The offer is subject to conclusion of a satisfactory due diligence, final approval by JBT´s board of directors, Regulatory approvals, vote of the JBT shareholders and minimum tender condition of 90%. The new proposal is contingent on a favorable recommendation from the Marel Board of Directors and 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. 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. 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. As on January 5, 2024, Financial Supervisory Authority of the Central Bank of Iceland has extended the PUSU Deadline to January 19, 2024. 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. The transaction is expected to close by year-end 2024.

Goldman Sachs Co LLC acted as financial advisor while LEX and Kirkland & Ellis LLP acted as legal advisors for JBT. JP Morgan acted as financial advisor for Marel while Baker McKenzie, BBA/Fjeldco and Osborne Clarke acted as legal advisors for Marel.