Marel rejects proposal from JBT Cooperation

Machinery manufacturer Marel received a third proposal for acquisition by US multinational JBT on 19 January 2024, with a number of conditions still to be met. The value of Marel is estimated to be around EUR 3.5 billion. Marel itself announced the takeover proposal, which could lead to a merger under the name JBT Marel Corporation, last weekend. Two previous takeover proposals were still rejected by the machine manufacturer of slaughter and production lines for (poultry) meat. "We have received a new proposal from JBT to enter into a merger with Marel. The Board of Directors has carefully assessed the proposal and, while it continues to believe in Marel's stand-alone strategy, believes that there is compelling logic in advising our shareholders positively on the proposal," Arnar Thor Masson, Marel's chairman of the board, said. What the acquisition means for Marel's various locations in the Netherlands is not yet known.

You can read the full proposal here.

Response to the first and second proposals

The Board of Directors of Marel has carefully evaluated JBT Corporation’s unsolicited non-binding initial proposal disclosed on 24 November 2023. The Board unanimously agreed that the proposal is not in the best interests of Marel’s shareholders since it does not account for the intrinsic value of the business as well as the inherent risk of executing the proposed transaction.

In the latest business news, Marel, a key player in the industry, has received an unexpected, non-binding proposal from John Bean Technologies Corporation (JBT). This proposal centers around a potential acquisition of all Marel's shares, which could bring significant changes to the company's structure and ownership.

John Bean Technologies' proposal

A leader in the industry, John Bean Technologies, approached Marel with a proposal containing several noteworthy conditions. This preliminary proposal, not yet legally binding, indicates that any potential voluntary acquisition offer would depend on certain conditions. These include a satisfactory due diligence process and final approval from JBT's board of directors. The proposal also highlights that, should an acquisition offer be made, it would need regulatory approvals and a vote from JBT's shareholders, with a minimum tender requirement of 90%.

Financial details of the proposal

The financial aspects of JBT's proposal are particularly striking. JBT has proposed a valuation of EUR 3.15 per share (ISK 482 per share), aiming for a complete takeover of Marel. This valuation assumes fully diluted outstanding shares of 754 million and includes the assumption of Marel's existing debt of EUR 827 million. The proposed payment structure is interesting, with 25% to be paid in cash and the remaining 75% in JBT shares. This arrangement would result in Marel's shareholders owning about 36% of JBT's shares post-transaction.

Marel's assessment of the proposal

Marel has stated it will carefully review JBT's proposal, keeping in mind the long-term interests of both the company and its shareholders. While this proposal could represent a significant step for Marel's future, there is currently no certainty it will lead to a binding offer or the terms under which such an offer might be made. Marel has committed to keeping the market informed of any significant developments in a timely manner, in accordance with its statutory disclosure obligations.

These recent developments suggest that Marel is in a pivotal phase, with crucial decisions on the horizon that could impact the company's future. The industry waits to see if this potential acquisition will proceed and what the eventual implications will be for Marel and its stakeholders.

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