CHICAGO — John Bean Technologies (JBT) Corp. made another, increased offer to buy fellow food equipment company Marel on Jan. 19.

JBT stated that it plans to launch a voluntary takeover offer during the first quarter of 2024 to acquire all shares of Marel at €3.6 ($3.91 USD) per share. This is up from JBT’s recently issued second proposal of €3.4 per share.

If the transaction is successful, both parties expect it to close during the second half of 2024.

The latest offer by JBT values Marel at €2.7 billion ($2.94 billion USD) along with an enterprise value of around €3.5 billion ($3.8 billion USD)

“This announcement is a result of productive discussions between the management of JBT and Marel,” said Brian Deck, chief executive officer for JBT. “We look forward to working together on confirmatory due diligence and finalization of the formal voluntary takeover offer on the terms outlined above. The enhanced global operating scale of the combined company is expected to generate meaningful operating cost synergies, and we anticipate additional synergies from revenue to drive incremental and compelling value creation.”

In the offer, JBT stated that Marel shareholders would receive €950 million ($1.03 billion USD) in cash and hold approximately 38% ownership in the combined company. 

The anticipated name for the combined company would be JBT Marel Corp. The business would plan to maintain corporate headquarters in Chicago with a European headquarters and a global technology center of excellence in Gardabaer, Iceland.

Eyrir Invest, the largest shareholder of Marel at 24.7%, accepted the offer in regard to all its shares in Marel.

Following this third offer from JBT, Marel provided context to how it plans to move forward with the Chicago-based company on the next step of the offer.

“Following a period of constructive discussions, we have received a revised proposal from JBT to enter into a merger with Marel,” said Arnar Thor Masson, chairman of 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. 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.”

Marel shareholders will have the option of either cash, JBT common stock or a combination regarding Marel shares.

Conditions of the proposal include a favorable recommendation from Marel’s board of directors, acceptable confirmatory due diligence, customary regulatory approvals and acceptance of the offer from a minimum of 90% of Marel’s issued and outstanding share capital and voting rights.

There will also need to be a final approval by JBT’s board of directors and a shareholder vote. 

The combined company shares will have a secondary listing on Nasdaq Iceland, subject to Icelandic regulatory approval, in addition to continuing JBT’s listing on the NYSE.

JBT employs about 5,100 people in more than 25 countries with $1.6 billion in revenue reported in 2023. 

In November, JBT made its first non-binding proposal to the board of Marel, which was rejected. A month later, it made a second proposal in which JBT offered €3.4 ($3.71) per share for all outstanding shares in Marel.

Then in early January, JBT Corp. was given a two-week extension for its latest takeover bid of Marel.

According to its website, Marel employes more than 8,000 people in over 30 countries. A presentation on JBT’s investor relations website said Marel’s 2023 revenue was $1.93 billion.

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