JBT Corporation Receives Approval to Launch Voluntary Takeover Offer for Marel hf

JBT Corporation Receives Regulatory Approval to Launch Voluntary Takeover Offer for Marel hf. JBT Corporation (NYSE: JBT), a prominent global provider of technology solutions to the food and beverage industry, announced today that the Icelandic Financial Supervisory Authority of the Central Bank of Iceland (FSA) has approved the offer document and prospectus pertaining to JBT’s voluntary takeover bid to acquire all outstanding shares of Marel hf. (ICL: Marel). The official launch of the offer is scheduled for Monday, June 24, 2024.

Key Points of the Voluntary Takeover Offer:

The offer terms align with JBT’s previous disclosures. Marel shareholders will have the option to elect to receive:

  • €3.60 in cash per Marel share,
  • 0.0407 JBT common shares per Marel share, or
  • €1.26 in cash and 0.0265 JBT common shares per Marel share in combination.

Based on a reference share price of $96.25 for JBT shares, the offer structure anticipates a mix of approximately 65% stock and 35% cash. This configuration is expected to result in Marel shareholders collectively receiving €950 million in cash and retaining about a 38% ownership stake in the merged entity.

Post-transaction Details:

The combined company, named JBT Marel Corporation, will maintain its listing on the New York Stock Exchange (NYSE). Additionally, an application is underway to list JBT shares issued in connection with the offer on Nasdaq Iceland. The corporate headquarters will be based in Chicago, Illinois, while Marel’s Gardabaer facility in Iceland will serve as a European headquarters and a global technology center.

Details and Availability:

The offer document outlining terms and conditions will be distributed to Marel shareholders and made accessible on the offer’s dedicated website (www.arionbanki.is/marel), as well as on the investor relations pages of JBT (www.jbtc.com) and Marel (www.marel.com/ir).

Transaction Closing Timeline:

The completion timeline hinges primarily on regulatory clearances, including antitrust approvals. The Hart-Scott-Rodino Act waiting period has expired, and efforts to secure additional necessary clearances are ongoing. The transaction is subject to conditions including a minimum acceptance level of 90% of Marel’s outstanding shares, approval from JBT stockholders for the issuance of JBT stock, and satisfaction of other customary closing conditions. JBT anticipates finalizing the transaction by the end of 2024.

Live Investor Meeting:

On June 24, 2024, at 9:00 AM Eastern Time, JBT and Marel will host an investor meeting in Iceland at Arion Bank’s headquarters. Interested parties can register in advance to attend in person due to limited capacity. A live webcast and replay will also be available on JBT’s and Marel’s investor relations websites, as well as on Arion Bank’s website.

Transaction Advisors:

Goldman Sachs Co LLC is acting as JBT’s financial advisor, with legal counsel provided by Kirkland & Ellis LLP and LEX. Arion banki hf. is the lead manager for the Icelandic offer and advising on the local listing, while ABN AMRO serves as JBT’s Euronext Amsterdam Exchange agent.

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