Chicago’s John Bean Technologies (JBT) Corp. has revised its acquisition proposal for Marel, a prominent food equipment company. Announced on the 19th of January, JBT’s new plan is to commence a voluntary takeover in the first quarter of 2024, offering €3.6 ($3.91) per share for Marel. This updated bid surpasses JBT’s previous offer of €3.4 per share.
Should this acquisition proceed, the anticipated finalisation is in the second half of 2024. JBT’s current bid values Marel at €2.7 billion ($2.94 billion), with the enterprise value estimated at about €3.5 billion. Brian Deck, CEO of JBT, conveyed optimism regarding the merger, anticipating significant synergies in operations and revenue from the enlarged global scale of the combined company.
Under the proposed terms, shareholders of Marel would receive €950 million in cash and hold a 38% share in the newly established JBT Marel Corp. The merged entity plans to maintain its primary headquarters in Chicago, with additional headquarters in Europe and a global technology centre in Gardabaer, Iceland.
Eyrir Invest, Marel’s largest shareholder with a 24.7% stake, has agreed to JBT’s offer for all its shares in Marel. Arnar Thor Masson, Marel’s chairman, recognised the strategic logic in merging with JBT for the benefit of Marel’s shareholders and stakeholders. The board is supportive of collaborating with JBT for due diligence and finalising the formal offer.
Marel’s shareholders will have options regarding their shares, including cash, JBT common stock, or a combination of both. The proposal’s success depends on several factors: a favourable recommendation from Marel’s board, satisfactory due diligence, standard regulatory approvals, and acceptance of the offer by at least 90% of Marel’s share capital and voting rights. Additionally, JBT’s board and its shareholders must give their final approval.
Following the merger, the combined company’s shares are planned to be listed on Nasdaq Iceland, pending Icelandic regulatory approval, while continuing JBT’s listing on the NYSE.
JBT, with a global footprint in over 25 countries and a team of about 5,100, reported $1.6 billion in revenue in 2023. Marel, employing over 8,000 people across more than 30 countries, reported $1.93 billion in revenue for the same period. This merger follows JBT’s initial non-binding proposal in November and a second offer in December at €3.4 per share.
