JBT Corporation Completes Voluntary Takeover Offer for Marel hf., Launches JBT Marel Corporation
JBT Marel Corporation, a prominent global provider of technology solutions for high-value segments within the food and beverage industry, has successfully completed the settlement of JBT Corporation’s voluntary takeover offer to acquire all issued and outstanding shares of Marel hf. (Marel). The offer was officially closed following the expiration on December 20, 2024, at 12:00 PM GMT, marking a pivotal step in the merger process.
Alongside the completion of the acquisition, shares of the newly combined company, JBT Marel Corporation, began trading on both the New York Stock Exchange (NYSE) and Nasdaq Iceland under the new ticker symbol “JBTM.” This marks a key milestone for the business, further cementing the newly unified entity’s position in the global market.
Today represents a significant achievement, the culmination of more than a year of hard work dedicated to merging the strengths of JBT and Marel, said Brian Deck, Chief Executive Officer of JBT Marel Corporation. “The creation of JBT Marel Corporation underscores our shared purpose to transform the future of food. With our diverse solutions, expanded operational scale, and deep application, service, and digital expertise, we are well-equipped to support customers and enhance the global food chain.
Brian Deck’s sentiments were echoed by Árni Sigurdsson, President of JBT Marel Corporation, who thanked both the JBT and Marel teams for their tireless efforts in realizing this transformational merger. The commitment of both teams has been exceptional,” said Sigurdsson. “Moving forward as JBT Marel, we are focused on seamlessly integrating the businesses to deliver continuous value and growth for our customers, shareholders, and stakeholders.
Leadership and Board Structure of JBT Marel
As part of the merger, JBT Marel Corporation has established a strong leadership team. Brian Deck continues as CEO, while Árni Sigurdsson assumes the role of President. This leadership duo is supported by a team of executives drawn from both JBT and Marel to ensure the effective management of the combined business operations.
The company’s Board of Directors will remain under the chairmanship of Alan Feldman. Alongside Feldman, the Board includes Barbara Brasier, Brian Deck, Charles Harrington, Lawrence Jackson, and Polly Kawalek. Additionally, four new directors have been appointed: Svafa Grönfeldt, Olafur Gudmundsson, Arnar Þór Másson, and Ann Savage. C. Maury Devine, former JBT Board member, has opted for retirement following the completion of the merger.
Compulsory Acquisition and Marel Delisting Process
In connection with the settlement of the voluntary takeover offer, JBT Marel has initiated a compulsory acquisition of all outstanding shares in Marel that are not yet owned by the company. This process is in accordance with Icelandic law and has been officially communicated to the remaining Marel shareholders as of January 2, 2025. JBT Marel expects to finalize and settle the compulsory acquisition by February 2025.
Furthermore, Euronext Amsterdam and Nasdaq Iceland have granted Marel’s request to delist its shares from these exchanges. January 3, 2025, marks the last day that Marel shares will be traded on Euronext Amsterdam and Nasdaq Iceland, paving the way for the seamless transition to JBT Marel Corporation.
Celebrating the Merger with Bell Ringing Ceremonies
In celebration of the merger, JBT Marel will be ringing the opening bell at the New York Stock Exchange (NYSE) on Monday, January 6, 2025. On the following day, January 7, 2025, JBT Marel will also ring the closing bell at Nasdaq Iceland, marking a momentous occasion for the newly formed entity.
Upcoming Financial Updates
JBT Marel Corporation plans to report its standalone financial results for JBT for the fourth quarter and full year of 2024 in late February 2025. During this time, JBT Marel will also provide an update on the combined company’s financial performance, including projections for the 2025 fiscal year.
Transaction Advisors
Goldman Sachs & Co. LLC served as JBT’s financial advisor, while Kirkland & Ellis LLP and LEX acted as its legal counsel. For the Icelandic portion of the offer, Arion banki hf. served as JBT’s lead manager and advised on the Icelandic listing. ABN AMRO Bank N.V. facilitated the Euronext Amsterdam exchange aspect of the transaction.
JP Morgan acted as Marel’s financial advisor, and Baker McKenzie, BBA/Fjeldco, and Osborne Clarke provided legal counsel to Marel throughout the merger process.
Forward-Looking Statements
This release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements, which are inherently uncertain and beyond the control of JBT Marel, relate to the merger with Marel and the expected benefits thereof. Factors that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include, but are not limited to, challenges in realizing expected cost-cutting synergies, delays in integration, economic downturns, supply chain disruptions, inflationary pressures, political instability, regulatory changes, and fluctuations in consumer demand.
As detailed in the company’s most recent filings with the U.S. Securities and Exchange Commission (SEC), these risks, among others, may affect the ability of JBT Marel to achieve its anticipated outcomes. JBT Marel cautions its investors and stakeholders that actual results may differ significantly from those projected in forward-looking statements. JBT Marel undertakes no obligation to update or revise its forward-looking statements except as required by law.
Important Legal Notices
This release is not an offer to sell, nor a solicitation of an offer to buy, securities. No securities will be sold in any jurisdiction where such an offer or sale would be unlawful. In particular, no offer of securities is being made in the United States, Iceland, the Netherlands, or Denmark.
For the offering of JBT Marel shares to Marel’s shareholders, a prospectus has been filed with the Financial Supervisory Authority of the Central Bank of Iceland (FSA) and has been approved by the FSA. Interested parties can access the approved prospectus on the FSA’s website at www.fme.is and JBT Marel’s official website at https://www.jbtc.com/jbt-marel-offer-launch/.
