Chicago, Illinois, U.S.A.-headquartered technology solutions provider John Bean Technologies Corporation (JBT) has executed a definitive transaction agreement to take over Garðabær, Iceland-based processing equipment manufacturer Marel in a deal valued at over EUR 3.6 billion (USD 3.9 billion).
The new agreement includes the terms of the offer for Marel, as well as governance, social, and operating items related to the new business combination, JBT said in a release. The offer, which the boards of both companies approved, gives Marel shareholders a choice of whether to receive all cash, all JBT common stock, or a combination of cash and JBT common stock.
If shareholders choose all cash, they will receive a value of EUR 3.60 (USD 3.89) per share – valuing the company’s 754 million fully diluted shares at EUR 2.7 billion (USD 2.9 billion).
If shareholders choose to take stock, they will receive 0.0407 JBT shares per share in Marel. Each JBT share utilizes a reference price of USD 96.25 (EUR 88.91) per share.
If shareholders take a combination, they will receive EUR 1.26 (USD 1.36) in cash and 0.0265 JBT shares per share in Marel. JBT said the estimated consideration mix between cash and stock is 65 percent stock and 35 percent cash, which would result in Marel shareholders receiving EUR 950 million (USD 1 billion) in cash and a roughly 38 percent ownership interest in the newly combined JBT-Marel company.
“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,” the company said.
All three deals also include JBT taking over Marel’s existing debt and lease liabilities of EUR 871.9 million (USD 943.8 million). JBT said it expects to utilize its existing cash on hand, as well as a EUR 1.9 billion (USD 2 billion) 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.”
“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,” JBT President and CEO Brian Deck said.
Marel CEO Arni Sigurdsson called the new agreement an “important step” in moving toward a combination of Marel and JBT.
“[JBT's] interest in Marel is a great testament to our business’s strength and the progress we have delivered, driven by talented and dedicated global teams,” Sigurdsson said. “Looking ahead to the potential combination, there are exciting opportunities to accelerate progress as we transform the way food is processed.”
Eyrir Invest hf., the largest shareholder of Marel with roughly 25 percent ownership of the company, has irrevocably undertaken JBT’s offer in respect to all of its shares.
The agreement represents the third attempt by JBT to take over Marel since its first non-binding unsolicited takeover attempt in November 2023. That attempt valued the company at EUR 3.15 (USD 3.40) per share and was ultimately nixed by Marel shareholders. JBT then launched a second takeover attempt in December, valuing the company at EUR 3.40 (USD 3.68) per share – an 8 percent increase over its initial offer. That, too, was eventually denied by Marel shareholders.
The early offers by JBT brought heavy criticism from ...
