Icelandic processing equipment manufacturer Marel has reached an agreement with Chicago-based John Bean Technologies Corporation (JBT) for a voluntary takeover offer of all its issued and outstanding shares.
The deal involves JBT paying $2.9 billion to buy the shares and also taking over Marel’s existing debt of $950 million. The total value of this transaction is about $3.9 billion.
The deal, approved by the boards of both companies, outlines the terms of the offer and sets the foundation for corporate governance.
JBT anticipates launching the offer in May 2024, following necessary approvals from the US Securities and Exchange Commission and the Icelandic Financial Supervisory Authority. The transaction, contingent on regulatory approvals and shareholder consent from both Marel and JBT, is expected to close by the end of 2024.
In light of this development, Marel has adjusted its financial calendar, postponing its Q1 2024 financial results to May 7, 2024, from the previously scheduled April 29.
Commenting on the agreement, Arnar Thor Masson, Chairman of Marel, highlighted the significant milestone in combining both companies and the potential benefits for shareholders and stakeholders.
“This is a significant milestone in the potential combination of our two businesses. Following confirmatory due diligence, this has strengthened our view that there is compelling logic behind the combination for our shareholders and wider stakeholders,” he said.
“We remain enthusiastic about the strategic rationale for the transaction and the commitment to Marel’s heritage, secondary listing in Iceland, executive leadership positions will be a combination of talent from both companies, and proportional board representation reflecting respective ownership. We will continue to work closely with JBT ahead of an expected offer launch in May.”
Arni Sigurdsson, CEO of Marel, also expressed enthusiasm for the deal: “Looking ahead to the potential combination, there are exciting opportunities to accelerate progress as we transform the way food is processed.”
Post-transaction, the combined company’s Board will consist of directors from both JBT and Marel, with JBT’s CEO Brian Deck continuing his role and Arni Sigurdsson becoming the President. The agreement ensures Marel’s heritage and Icelandic presence, with plans to name the merged entity JBT Marel Corporation and maintain Marel’s Gardabaer facility as JBT’s European headquarters and a global technology center.
