Marel has agreed a takeover offer that will be made by John Bean Technologies Corporation.

Marel agrees terms for €2.7 billion takeover offer by US company

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The boards of food processing equipment manufacturer Marel and US company John Bean Technologies Corporation (JBT) have agreed to a transaction agreement that sets the terms and obligations for a potential offer from JBT for all issued and outstanding shares in Marel.

The potential offer values Marel shares at €3.60, up from €3.40 made in a previous potential offer. Shareholders will have the option to receive cash, JBT common stock, or a combination of both for their shares. The potential offer values Marel at €2.7 billion.

The estimated consideration mix will be 65% stock and 35% cash, which will result in Iceland-based Marel’s owners receiving, in the aggregate, €950 million in cash and holding approximately a 38% ownership interest in the combined company.

JBT expects to launch its offer for Marel’s shares next month, and the deal is expected to be completed by the end of the year. The takeover is conditional upon the valid acceptance of the offer from Marel shareholders representing at least 90% of Marel shares, and approval by JBT stockholders of the issuance of JBT stock in connection with the offer.

Eyrir Invest hf., the largest shareholder in Marel with approximately 25% of shares, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.

JBT Marel Corporation

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 centre of excellence. The combined company will remain listed on the New York Stock Exchange and will seek a secondary listing on Nasdaq Iceland effective as of completion of the offer.

JBT’s current chief executive Brian Deck will continue as CEO of the combined company, and Marel CEO Arni Sigurdsson will be named president of the combined company.

Sigurdsson said: “This is an important step as we move towards the possible combination with JBT. Their 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.”

JBT Corporation is a leading global technology solutions provider to high-value segments of the food & beverage industry. It employs approximately 5,100 people worldwide and had revenue of $1.6bn last year.

Marel employs more than 8,000 people in over 30 countries and made revenue of $1.93bn in 2023.

Marel makes a variety of machinery for the salmon industry, such as this de-heading device.