Global law firm Baker McKenzie is representing Marel, a multi-national food processing company based in Iceland, in its entering into a transaction agreement with John Bean Technologies Corporation (NYSE: JBT) relating to JBT’s previously announced intention to make a voluntary takeover offer for all of the issued and outstanding shares in Marel at EUR 3.60 per share, payable in a mix of cash and JBT shares at Marel shareholders’ election as detailed in the transaction agreement. Per JBT’s January 19, 2024, announcement, such offer values the entire share capital of Marel at approximately €2.7 billion and, inclusive of Marel’s net indebtedness of approximately €0.8 billion as of September 30, 2023, represents an enterprise value of approximately €3.5 billion.
JBT expects to launch the offer in May 2024, pending, among other things, the filing of an S-4 registration statement with the US Securities and Exchange Commission, and the approval of an offer document and prospectus by the Icelandic Financial Supervisory Authority, as required to launch the offer. The transaction is expected to close by the end of 2024, subject to customary conditions including regulatory approvals, acceptance from Marel shareholders holding at least 90% of the outstanding Marel shares (taken together with any Marel shares acquired or otherwise owned by JBT), and the affirmative vote of JBT shareholders to approve the issuance of JBT shares in the transaction in accordance with NYSE requirements. The combined company will remain listed on the NYSE, and will seek a secondary listing on Nasdaq Iceland effective as of completion of the offer.
