John Bean Technologies Corporation (JBT) elevates its bid to acquire Marel, a peer in the food equipment sector. Announced on January 19, the new offer proposes €3.6 ($3.91) per share, surpassing JBT’s previous bid of €3.4 per share.
Anticipated Closure and Valuation of the Deal
Upon successful completion, JBT anticipates finalizing the acquisition in the latter half of 2024. This revised proposal values Marel at €2.7 billion ($2.94 billion), with an overall enterprise value approximating €3.5 billion.
Statements from JBT and Marel Executives
Brian Deck, CEO of JBT, remarked on the constructive dialogues leading to this announcement. He anticipates effective collaboration in due diligence and formalizing the takeover offer. Deck also highlighted the potential operational and revenue synergies enhancing value creation in the combined entity.
Shareholder Arrangements and Company Structure Post-Acquisition
In the proposed arrangement, Marel shareholders would receive €950 million in cash and retain about 38% ownership in the newly formed JBT Marel Corp. The corporate headquarters will remain in Chicago, with additional headquarters in Europe and a global technology center in Gardabaer, Iceland.
Eyrir Invest’s Acceptance and Marel’s Response
Eyrir Invest, holding a 24.7% stake in Marel, has accepted the offer for its shares. Marel, acknowledging the proposal, sees merit in the merger, as stated by Chairman Arnar Thor Masson. While valuing Marel’s independent strategy, the board recognizes the benefits for stakeholders in the combined entity.
Terms and Conditions for Marel Shareholders
Marel shareholders are offered choices between cash, JBT stock, or a combination thereof. Key conditions include Marel’s board recommendation, satisfactory due diligence, standard regulatory approvals, and acceptance by a majority of Marel’s shareholders.
Final Approvals and Stock Listing Plans
Final approvals are pending from JBT’s board and its shareholders, with plans for a secondary stock listing on Nasdaq Iceland, contingent on local regulatory sanction.
Corporate Profiles of JBT and Marel
JBT, with a workforce of approximately 5,100 across 25 countries, reported revenues of $1.6 billion in 2023. Marel, employing over 8,000 in more than 30 countries, posted revenues of $1.93 billion in 2023.
Historical Context of JBT’s Offers
JBT’s journey to acquire Marel included an initial rejected proposal and a subsequent bid of €3.4 per share. Following a granted extension, this latest offer marks JBT’s continued pursuit of Marel.