JBT plans to merge with Marel by offering to buy all its shares at €3.60 each in the first quarter. This deal involves JBT paying €2.7 billion ($2.9 billion) to buy the shares and also taking over Marel’s existing debt of €872 million ($950 million). The total value of this transaction is about €3.6 billion ($3.9 billion).
Under the terms of the proposal, Marel shareholders would own approximately 38 percent of the combined entity. Eyrir Invest, holding a 24.7% stake in Marel, has given an undertaking to accept JBT’s offer for all its Marel shares.
Arnar Thor Masson, Chairman of Marel, commented on the proposal, acknowledging its logic and compelling terms for shareholders and stakeholders.
“Following a period of constructive discussions, we have received a revised proposal from JBT to enter into a merger with Marel. The board has carefully assessed the proposal and, whilst 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,” said Masson.
“The proposed terms are attractive and offer an opportunity for the shareholders of Marel to participate in future value creation. Therefore, the board supports working with JBT on confirmatory due diligence and the finalization of its formal offer for Marel on these terms.”
In their offer, JBT commits to keeping Marel’s Icelandic heritage central to the merged company. They plan to list Marel’s shares on Nasdaq Iceland as a secondary option, while the main listing will be on the New York Stock Exchange. Additionally, JBT will keep Marel’s European headquarters and a technology center in Gardabaer, Iceland.
The voluntary takeover bid, contingent on various conditions including regulatory approvals and minimum acceptance from Marel shareholders, is expected to be launched in the first quarter of 2024. Marel has engaged J.P. Morgan for financial advice and Baker McKenzie, BBA/Fjeldco, and Osborne Clarke for legal counsel regarding the proposal.