CHICAGO — John Bean Technologies (JBT) Corp. has made another higher offer. which bought fellow food equipment company Marel on January 19.
JBT said it plans to launch a voluntary takeover offer in the first quarter of 2024 to acquire all Marel shares at €3.6 ($3.91 USD) per share. This is from JBT’s recently released second proposal of €3.4 per share.
If the transaction is successful, both parties expect it to close in the second half of 2024.
JBT’s latest offer values Marel at €2.7 billion ($2.94 billion USD) with an enterprise value of around €3.5 billion ($3.8 billion USD)
“This announcement is the result of productive discussions between JBT management and Marel,” said Brian Deck, chief executive officer for JBT. “We look forward to cooperating in the confirmatory due diligence and finalization of the formal voluntary takeover offer on the terms outlined above. The combined company’s enhanced global operating scale is expected to generate significant operating cost synergies, and we expect additional synergies from earnings to drive incremental and compelling value creation.”
In the offer, JBT said Marel shareholders would receive €950 million ($1.03 billion USD) in cash and would have about 38% ownership in the combined company.
The expected name for the combined company is JBT Marel Corp. The business plans to maintain corporate headquarters in Chicago with European headquarters and a global center of technology excellence in Gardabaer, Iceland.
Eyrir Invest, Marel’s largest shareholder at 24.7%, accepted the offer regarding all its shares in Marel.
Following this third offer from JBT, Marel provided context on how it plans to move the Chicago-based company forward in the next step of the offer.
“After 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, while 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 Marel shareholders to participate in future value creation. Therefore, the board supports the cooperation with JBT in the 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 in respect of Marel shares.
Conditions to the proposal include a favorable recommendation from Marel’s board of directors, acceptable confirmatory due diligence, customary regulatory approval and acceptance of the offer from a minimum of 90% of the issued and outstanding share capital and voting rights. said Marel.
It will also require final approval by JBT’s board of directors and a shareholder vote.
The combined company’s shares will have a secondary listing on Nasdaq Iceland, subject to Icelandic regulatory approval, in addition to JBT’s continued listing on the NYSE.
JBT employs approximately 5,100 people in more than 25 countries with reported revenue of $1.6 billion by 2023.
In November, JBT made its first non-binding proposal to Marel’s board, which was rejected. A month later, it made a second proposal in which JBT offered €3.4 ($3.71) per share for all remaining shares in Marel.
In early January, JBT Corp. was granted a two-week extension. for its most recent takeover bid in Marel.
According to its website, Marel employs more than 8,000 people in more than 30 countries. A presentation on JBT’s investor relations website said Marel’s 2023 revenue would be $1.93 billion.
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