JBT Corporation (NYSE: JBT), a prominent global technology solutions provider in the food and beverage industry, has reached a significant milestone in its pursuit of a strategic acquisition. The company has announced the execution of a definitive transaction agreement with Marel hf. (ICL: Marel) concerning JBT’s previously declared intention to make a voluntary takeover offer for all issued and outstanding shares of Marel.

The transaction agreement, endorsed by the Boards of Directors of both JBT and Marel, encompasses essential terms of the offer along with crucial governance, social, and operational aspects associated with the proposed integration of the two entities.

Brian Deck, President and Chief Executive Officer of JBT Corporation, expressed his enthusiasm regarding the agreement, emphasizing its potential to create value for shareholders, customers, and other stakeholders. Deck underscored the collaborative effort between the teams of JBT and Marel, culminating in the approval of the transaction agreement.

The offer, as outlined, presents Marel shareholders with a choice between receiving all cash, all JBT common stock, or a combination of cash and JBT common stock for each Marel share. The economic terms of the offer remain consistent with JBT’s previous announcement, reflecting a reference share price of $96.25 per share of JBT. Pending final approval by the Icelandic Financial Supervisory Authority of the Central Bank of Iceland (FSA), the offer is anticipated to launch in May 2024.

Upon completion of the transaction, it is anticipated that Marel shareholders will receive approximately EUR 950 million (USD 1029 million) in cash and hold a roughly 38 percent ownership stake in the combined company. The combined entity, to be named JBT Marel Corporation, is expected to maintain a listing on the New York Stock Exchange (NYSE) with a secondary listing application planned for Nasdaq Iceland.

Eyrir Invest hf., Marel's largest shareholder with approximately 25 percent of its issued and outstanding ordinary shares, has committed to accepting the offer for all its shares in Marel.

The transaction agreement encompasses various terms and conditions, including commitments to pursue necessary regulatory approvals and to maintain a significant Icelandic presence while preserving Marel’s heritage. Moreover, the combined company’s leadership structure, board composition, and operational arrangements are detailed within the agreement.

To finance the transaction, JBT intends to utilize its existing cash reserves and a fully committed bridge financing facility of EUR 1.9 billion (USD 2 billion) provided by Goldman Sachs and Wells Fargo. A conventional long-term financing structure is expected to be pursued in connection with the transaction closing.

JBT anticipates hosting conference calls in early May to discuss its first quarter 2024 financial results and the planned offer, followed by a transaction-specific conference call promptly after the offer launch.

Goldman Sachs Co LLC is serving as JBT’s financial advisor, with legal counsel provided by Kirkland & Ellis LLP and LEX. Arion banki hf. is acting as JBT’s lead manager for the Icelandic offer and advising on the Icelandic listing.

The transaction, subject to regulatory clearance and applicable shareholder approvals, is expected to close by the end of 2024, paving the way for the creation of a formidable entity within the food and beverage industry landscape.