JBT Corporation, a leading global technology solutions provider to high-value segments of the food and beverage industry, has announced that its voluntary takeover offer for all outstanding shares of Marel hf. has expired on December 20, 2024, at 12:00 PM GMT. The offer, which aimed to acquire Marel, a global leader in food processing solutions, has now successfully met all conditions, including the critical minimum acceptance condition. At least 90 percent of Marel’s shares were validly tendered, ensuring the completion of the transaction.
JBT confirmed that further details about the final results of the offer, including the precise number of shares tendered, will be disclosed in its upcoming 8-K filing. Given that all necessary conditions, including the minimum acceptance, have been satisfied, JBT is poised to proceed with the completion of the offer as per its terms.
Brian Deck, President and Chief Executive Officer of JBT, expressed satisfaction with the outcome, calling the successful conclusion of the offer a significant milestone in the strategic merger between JBT and Marel. “Today marks the final major milestone in combining JBT and Marel to form a leading food and beverage processing company,” Deck said. He extended gratitude to Marel’s shareholders for their support in the transaction. Deck also emphasized the compelling industrial logic behind the merger, highlighting JBT’s commitment to delivering substantial value to its combined customer base, employees, and shareholders.
Settlement of Offer Consideration
The settlement of the transaction is scheduled for January 2, 2025. Marel shareholders who have validly tendered their shares were given the option to elect either all cash, all JBT common stock, or a combination of cash and JBT stock as consideration for their Marel shares. This settlement will be subject to a proration feature based on the number of shares tendered.
As part of the transaction’s finalization, JBT intends to acquire any remaining Marel shares that were not tendered and has plans to apply for the delisting of Marel shares from both Nasdaq Iceland and Euronext Amsterdam. This will be done as soon as legally and practically possible. Once JBT has secured ownership of over 90 percent of Marel’s shares, it plans to initiate a compulsory purchase of the outstanding Marel shares, in accordance with Article 110 of the Icelandic Takeover Act (No. 108/2007), within three months of the settlement.
Corporate Name and Stock Ticker Symbol Change
With the closing of the Marel acquisition, JBT will undergo a rebranding process. The company will change its corporate name to JBT Marel Corporation and its stock ticker symbol to JBTM. This change is set to take place on or about January 2, 2025. The newly branded JBTM shares will continue to be listed on the New York Stock Exchange (NYSE) and will also be available for secondary trading on Nasdaq Iceland. The dual listing will take effect starting January 3, 2025, reflecting the expanded scope of the combined company’s operations.
Transaction Advisors
JBT has engaged a range of advisory firms to guide and manage the transaction. Goldman Sachs & Co. LLC served as JBT’s financial advisor, while Kirkland & Ellis LLP and LEX provided legal counsel. Arion banki hf. took the lead in managing the Icelandic portion of the offer and advised on the listing in Iceland, and ABN AMRO Bank N.V. acted as the Euronext Amsterdam Exchange agent.
The strategic acquisition of Marel by JBT represents a significant expansion of JBT’s food and beverage processing capabilities, strengthening its position in the global market. Both companies share a commitment to innovation and providing state-of-the-art solutions to the food processing industry. This merger is expected to create new opportunities for growth and deliver enhanced value for all stakeholders involved.
JBT’s combined expertise with Marel will enable them to meet the evolving needs of their customers in an increasingly complex global marketplace. The completion of this acquisition not only brings together two industry leaders but also sets the stage for the continued development of cutting-edge technologies in food processing, enhancing operational efficiency and customer satisfaction.
