Merger of Food Processing Equipment manufacturers: JBT Corporation to acquire Marel Shares

JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food & beverage industry, has announced that JBT and Marel hf. (ICL: Marel) have executed a definitive transaction agreement related to JBT’s previously announced intention to make a voluntary takeover offer for all of the issued and outstanding shares of Marel.

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. The transaction agreement was approved by the Boards of Directors of both companies. 

JBT and Marel are continuing to work expeditiously to finalize and submit a preliminary proxy statement/prospectus on Form S-4 with the U.S. Securities and Exchange Commission (SEC) as well as an offer document and prospectus with the Icelandic Financial Supervisory Authority of the Central Bank of Iceland (FSA), as required to launch the offer.

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.

Brian Deck, President and Chief Executive Officer of JBT Corporation:
 

"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."

"The approval of the transaction agreement by the Board of Directors of both companies is the result of highly collaborative work between the JBT and Marel teams."

"We both completed confirmatory due diligence, which reaffirmed the compelling industrial logic of the combination and the value creation for shareholders. This process has reinforced our confidence in the potential revenue synergies and further value creation opportunity."

Marel Offer Summary

The economic terms of the offer are consistent with JBT’s prior announcement on January 19, 2024. Subject to a proration feature, Marel shareholders will have the option to elect to receive either all cash, all JBT common stock, or a combination of cash and JBT common stock in respect of each Marel share as outlined below:
 

• All cash: EUR 3.60 (USD 3.90) in cash
• All JBT common stock: 0.0407 JBT shares
• Combination of cash and JBT common stock: EUR 1.26 (USD 1.37) in cash and 0.0265 JBT shares

The economic terms above utilize a reference share price of $96.25 per share of JBT. Based on both the proration feature and the agreed upon JBT reference share price, the estimated consideration mix will be 65 percent stock and 35 percent cash. This will result in Marel shareholders receiving, in the aggregate, EUR 950 million (USD 1029 million) in cash and holding approximately a 38 percent ownership interest in the combined 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. Marel shareholders will have the ability to elect to receive JBT shares listed either on the NYSE or, upon a successful application by JBT for a listing on Nasdaq Iceland, on Nasdaq Iceland. 

Eyrir Invest hf., the largest shareholder in Marel with approximately 25 percent of Marel’s issued and outstanding ordinary shares, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.

The Transaction Agreement

The transaction agreement includes comprehensive negotiated terms and conditions, including (i) the obligation to use reasonable best efforts to obtain required regulatory approvals (subject to certain limitations), (ii) cooperation in preparing required offering documents and other matters and (iii) certain mutual representations, warranties, and covenants. 

The transaction agreement provides that Brian Deck will serve as Chief Executive Officer (CEO) of the combined company, Arni Sigurdsson will be President of the combined company, and the remainder of the executive leadership positions will be a combination of talent from both companies.

The combined company’s Board of Directors will consist of five independent directors from the pre-closing JBT Board of Directors, four independent directors from the pre-closing Marel Board of Directors, and the CEO of the combined company. Alan Feldman will serve as Chairman of the Board of the combined company. 

The transaction agreement also includes a commitment to a significant Icelandic presence and to preserving Marel’s heritage, as outlined in JBT’s prior announcement on January 19, 2024.

The combined company will be named JBT Marel Corporation and Marel’s current facility in Gardabaer, Iceland will be designated as JBT’s European headquarters and a global technology center of excellence. 

Among other closing conditions, JBT’s obligation to consummate the offer is conditioned upon at least 90 percent of Marel’s outstanding shares being tendered into the offer as well as the approval by JBT stockholders of the issuance of JBT stock in connection with the offer.

Acquisition Financing

JBT expects to partially utilize its existing cash on hand as well as a EUR 1.9 billion (USD 2 billion) fully committed bridge 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.

JBT expects to pursue a conventional long-term financing structure, which is anticipated to be consummated in connection with the closing of the transaction.

Assuming a transaction close by year-end 2024, the combined company is expected to have a pro forma net leverage ratio of less than 3.5x at year-end 2024, which is prior to any synergies, and be well below 3.0x net leverage by year-end 2025, providing significant financial flexibility to the combined company to pursue further strategic initiatives.

Upcoming Conference Call Schedule

JBT expects to host a conference call in early May to discuss its first quarter 2024 financial results and the planned offer. Additionally, JBT expects to host a transaction-specific conference call promptly after the offer is launched. 

Transaction Advisors

Goldman Sachs Co LLC is acting as JBT’s financial advisor and Kirkland & Ellis LLP and LEX are serving as JBT’s legal counsel. Arion banki hf. is acting as JBT’s lead manager for the Icelandic offer and advising on the Icelandic listing.