Marel and John Bean managed to sign a €950M offer agreement

Marel has informed that it has reached an agreement with John Bean Technologies Corporation (JBT) regarding the acquisition of all its issued and outstanding shares.

The US technology solutions provider plans to launch the offer, which consists of providing €950 million in cash to Marel shareholders and holding approximately a 38% ownership interest, in May 2024.

Before reaching the agreement, Marel's board consulted J.P. Morgan and Rabobank for financial advice, and Baker McKenzie, BBA/Fjeldco, and Osborne Clarke for legal advice.

Regarding the deal, Arnar Thor Masson, Chairman of Marel, commented: "We are pleased to announce the transaction agreement with JBT that outlines the key terms of the proposed voluntary takeover offer. This is a significant milestone in the potential combination of our two businesses."

In addition, CEO Arni Sigurdsson said: "JBT interest in Marel is a great testament to our business' strength and the progress we have delivered, driven by the talented and dedicated global teams. Looking ahead to the potential combination, there are exciting opportunities to accelerate progress as we transform the way food is processed."

Details of the agreement

The new Board of Directors will include five independent directors from the pre-closing JBT Board, four independent directors from the pre-closing Marel Board, and JBT's current CEO Brian Deck.

On the other hand, Arni Sigurdsson will be named President of the combined company. Eyrir Invest hf., the largest shareholder in Marel with approximately 25% of Marel's issued and outstanding shares, will go through the same process.

Finally, after the acquisition the new company will be named JBT Marel Corporation, and Marel's current facility in Gardabaer (Iceland) will be designated as JBT's European headquarters.

"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," Masson concluded.