JBT In Deal To Launch Takeover Offer For Marel

(RTTNews) - JBT Corp. (JBT), a technology solutions provider to food & beverage industry, announced Friday that it has executed a definitive transaction agreement related to its intention to make a takeover offer for Marel hf.

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.

Subject to a proration feature, Marel shareholders will have the option to elect to receive either all cash of 3.60 euros per share, all JBT common stock of 0.0407 JBT shares, or a combination of cash and JBT common stock in respect of each Marel share with a value of 1.26 euro in cash and 0.0265 JBT shares.

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 euros in cash and holding approximately a 38 percent ownership interest in the combined company.

The transaction deal was approved by the Boards of Directors of both companies. Eyrir Invest hf., the largest shareholder in Marel with around 25 percent stake, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.

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.

JBT said it intends that the combined company will remain listed on the New York Stock Exchange and will submit a secondary listing application to list a portion of JBT's common stock on Nasdaq Iceland.

Brian Deck will serve as Chief Executive Officer of the combined company, and Arni Sigurdsson will be its President. Alan Feldman will serve as Chairman.

JBT expects to partially utilize its existing cash on hand as well as a 1.9 billion euros fully committed bridge financing facility from Goldman Sachs and Wells Fargo to guarantee the funding of the cash portion of the deal.