JBT Corporation Announces Intention to Launch a Voluntary Takeover Offer to Effectuate Merger with Marel hf; also Announces Solid Preliminary 2023 Financial Results and 2024 Guidance

JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food & beverage industry, today reported continued, strong execution of its Elevate 2.0 strategy with the intention to pursue a merger with Marel by acquiring all of Marel’s issued and outstanding common stock. Additionally, JBT announced preliminary, unaudited 2023 financial results that are expected to exceed prior guidance and issued its 2024 guidance.

“We are pleased that JBT continues to demonstrate the resiliency of our business as evidenced by our stronger than expected 2023 preliminary financial results along with continued, profitable growth expected in 2024,” said Brian Deck, JBT’s President and Chief Executive Officer. “Our results provide support to continue to execute on our strategic priorities, including today’s announcement regarding our intention to pursue a merger with Marel.”

“A key priority of our Elevate 2.0 strategy is to deploy capital to strategic mergers and acquisitions while maintaining financial flexibility, and a merger with Marel would be an exciting and transformational step in our journey,” stated Deck. “We believe that the highly synergistic merger with Marel will create a compelling platform to accelerate growth and provide meaningful value to all JBT and Marel stakeholders.”

An investor presentation with supplemental information will be available on the Company’s Investor Relations website at https://ir.jbtc.com/events-and-presentations/presentations.

JBT’s Preliminary, Unaudited Full Year 2023 Financial Results from Continuing Operations and 2024 Guidance

JBT expects 2023 financial results will exceed prior guidance for income from continuing operations and adjusted EBITDA driven by strong operational execution on sourcing actions and manufacturing efficiencies, along with favorable mix from continued growth in recurring revenue. Full year 2023 income from continuing operations and GAAP EPS include a discrete benefit to the tax provision of $10 – $11 million, resulting from a reorganization and sale of a legal entity during the fourth quarter of 2023. This beneficial impact has been excluded from adjusted EPS.

For the fourth quarter 2023, JBT expects to report strong orders of $410 – $420 million, and a year-end backlog of $670 – $680 million.

JBT also expects to deliver continued margin expansion and consistent revenue performance for 2024. JBT’s preliminary 2024 guidance does not include any impact from the proposed Marel transaction.

Compelling Strategic Rationale for Merger with Marel

A merger of JBT and Marel would create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories and complementary product portfolios, highly respected brands, and impressive technology. The merger is expected to provide beneficial outcomes for customers through expanded product offerings and application knowledge, leveraged R&D capabilities, and enhanced global customer care support, including a focus on improving equipment uptime and efficiency through its comprehensive and differentiated digital solutions, OmniBlu™ and Innova.

The combined company would also have an expanded global footprint, which should allow global customers to more efficiently access industry leading technology worldwide. Together, the combined company is expected to continue to leverage the need for automation solutions in the food and beverage industry and make a greater impact on customer sustainability objectives by offering solutions that provide more responsible use of the world’s precious food, beverage, water, and energy resources.

Marel Offer Summary

JBT today announced its intention to launch a voluntary takeover offer during the first quarter of 2024 for all of the issued and outstanding shares in Marel at an offer price of €3.60 per share. 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.

Based on an agreed exchange ratio for the JBT stock portion of the consideration that utilizes a reference share price of $96.25 per share of JBT, the offer would result in Marel shareholders receiving an aggregate of approximately €950 million in cash and holding approximately a 38 percent ownership interest in the combined company.

It is anticipated that Marel shareholders will have the option to receive either cash, JBT common stock, or a combination thereof in respect of their Marel shares. Elections will be subject to a proration process such that the offer achieves a weighted average mix of approximately 65 percent stock and approximately 35 percent in cash.

Eyrir Invest hf., the largest shareholder in Marel with 24.7 percent of Marel’s share capital as of the date of this announcement, has irrevocably undertaken to JBT to accept the offer in respect of all of its shares in Marel.

“This announcement is a result of productive discussions between the management of JBT and Marel,” added Deck. “We look forward to working together on confirmatory due diligence and finalization of the formal voluntary takeover offer on the terms outlined above.”

The transaction is expected to close by year-end 2024.

Anticipated Financial Impacts

“The enhanced global operating scale of the combined company is expected to generate meaningful operating cost synergies, and we anticipate additional synergies from revenue to drive incremental and compelling value creation,” stated Deck.

Operating efficiencies are expected to create meaningful cost synergies of more than $125 million within three years following the completion of the transaction across areas such as procurement, manufacturing, and G&A. In addition, the combined company is expected to benefit from additional revenue synergies given attractive cross-selling, go-to-market effectiveness, scaled innovation, and enhanced global customer care capabilities.

Assuming a transaction close by year-end 2024, the combined company is expected to have a pro forma net leverage ratio of less than 3.5x at year-end 2024, which is prior to synergies, and be well below 3.0x net leverage by year-end 2025, providing significant financial flexibility to the combined company to pursue further strategic initiatives.

This transaction is consistent with JBT’s previously stated M&A criteria, including expectations of accretion to cash EPS within the first full year following completion of the merger along with double-digit return on ROIC within four to five years post close.

Governance and Commitment to Marel’s Heritage

The offer is expected to provide for proportional representation on the combined company’s board for Marel shareholders based on pro forma ownership in the combined company. Brian Deck will continue as President and Chief Executive Officer of the combined company. JBT is committed to collaborating with Marel to determine the best talent to lead the combined organization, including key management positions.

It is anticipated that the combined company would be named JBT Marel Corporation. The combined company would maintain a long-term commitment to Marel’s heritage, including a significant Icelandic presence. The combined company would plan to maintain a corporate headquarters in Chicago, Illinois with a European headquarters and global technology center of excellence in Gardabaer, Iceland.

The combined company shares will have a secondary listing on Nasdaq Iceland, subject to Icelandic regulatory approval, in addition to continuing JBT’s listing on the NYSE.

“We have long admired Marel and are excited about combining our companies to create a leading and diversified global food and beverage technology solutions company,” stated Deck. “We are committed to leveraging Marel’s culture of innovation excellence and look forward to collaborating with the Marel team to build a best-in-class talent organization.”

Offer Document and Conditions

Details of the offer, including all terms and conditions, will be contained in an offer document to be sent to all eligible shareholders in Marel following review and approval by the Financial Supervisory Authority of the Central Bank of Iceland pursuant to section XI of the Icelandic Takeovers Act no. 108/2007. The offer document is expected to be approved for distribution by the Icelandic Financial Supervisory Authority of the Central Bank of Iceland during the first quarter of 2024.

The offer is expected to be subject to the fulfilment or waiver by JBT of certain closing conditions including: (1) valid acceptance of the offer from Marel shareholders representing a minimum of 90 percent of the issued and outstanding share capital and voting rights (on a fully diluted basis) of Marel; (2) receipt of required regulatory clearances; (3) JBT shareholders approving the issuance of JBT shares in connection with the transaction; and (4) the favorable recommendation from the Marel Board of the offer.

Assuming the 90 percent minimum acceptance threshold is met, JBT intends to carry out a compulsory acquisition of the remaining shares in Marel.

The offer will not be subject to any financing conditions.

Launch of the offer remains subject to confirmatory due diligence, further negotiations, and board approvals of both Marel and JBT. There is no assurance that agreement will be reached between the parties or that an offer will be launched.

Transaction Advisors

Goldman Sachs Co LLC is acting as JBT’s financial advisor and LEX and Kirkland & Ellis LLP are serving as legal counsel.

About JBT Corporation

JBT Corporation (NYSE: JBT) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT designs, produces, and services sophisticated products and systems for a broad range of end markets, generating roughly one-half of its annual revenue from recurring parts, service, rebuilds, and leasing operations. JBT Corporation employs approximately 5,100 people worldwide and operates sales, service, manufacturing, and sourcing operations in more than 25 countries. For more information, please visit www.jbtc.com.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT’s ability to control. These forward-looking statements include, among others, statements relating to our business and our results of operations, a potential transaction with Marel hf and our objectives, strategies, plans, goals and targets. The factors that could cause our actual results to differ materially from expectations include but are not limited to the following factors: the completion of confirmatory due diligence by JBT prior to launching the offer; the occurrence of any event, change or other circumstances that could give rise to the termination or abandonment of the offer; the expected timing and likelihood of completion of the proposed transaction with Marel, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the offer that could reduce anticipated benefits or cause the parties to abandon the transaction; the ability to successfully integrate the businesses of JBT and Marel; the possibility that stockholders of JBT may not approve the issuance of new shares of common stock in the offer; the risk that Marel hf and/or JBT may not be able to satisfy the conditions to the proposed offer in a timely manner or at all; the risk that the proposed offer and its announcement could have an adverse effect on the ability of JBT and Marel to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of Marel and JBT, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; fluctuations in JBT’s financial results; unanticipated delays or acceleration in our sales cycles; deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; inflationary pressures, including increases in energy, raw material, freight, and labor costs; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; changes to trade regulation, quotas, duties or tariffs; risks associated with acquisitions or strategic investments; fluctuations in currency exchange rates; changes in food consumption patterns; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; weather conditions and natural disasters; impact of climate change and environmental protection initiatives; our ability to comply with the laws and regulations governing our U.S. government contracts; acts of terrorism or war, termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; customer sourcing initiatives; competition and innovation in our industries; difficulty in implementing our pure play food and beverage business strategy; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; catastrophic loss at any of our facilities and business continuity of our information systems; cyber-security risks such as network intrusion or ransomware schemes; loss of key management and other personnel; potential liability arising out of the installation or use of our systems; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; work stoppages; fluctuations in interest rates and returns on pension assets; a systemic failure of the banking system in the United States or globally impacting our customers’ financial condition and their demand for our goods and services; availability of and access to financial and other resources; and other factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed by JBT with the Securities and Exchange Commission and in any subsequently filed Form 10-Q. JBT cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements. JBT undertakes no obligation to publicly update or revise any forward-looking statements made by JBT or on its behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.

Important Note regarding Preliminary, Unaudited 2023 Financial Results and Non-GAAP Language

JBT has not completed preparation of its financial statements for the full year of 2023. The ranges presented in this news release for the year ended December 31, 2023, are preliminary and unaudited and are thus inherently uncertain and subject to change as our customary year-end close and audit procedures are completed.

JBT provides non-GAAP financial measures to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JBT provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP measures in financial and operational evaluation, planning and forecasting.

These calculations may differ from similarly titled measures used by other companies. The non-GAAP financial measures disclosed are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP.

Important Notices

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, this release is not an offer of securities for sale in the United States.

Overseas Jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than Iceland and the Netherlands may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Iceland and the Netherlands should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the offer to Marel shareholders disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with Icelandic law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Iceland.

Copies of this announcement and formal documentation relating to the offer to Marel shareholders will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the offer is sent or made available to Marel shareholders in that jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any such jurisdiction.

Note to U.S. Shareholders

It is important that U.S. shareholders understand that the offer to Marel shareholders and any related offer documents are subject to disclosure and takeover laws and regulations in Iceland that may be different from the United States. To the extent applicable, the offer to Marel shareholders will be made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any exemption available to JBT in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.

Important Additional Information

No offer of JBT securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption from registration. In connection with the offer, JBT is expected to file a proxy statement with the SEC and JBT may, upon launch of the formal offer, file with the SEC a Registration Statement on Form S-4, which will contain a proxy statement/prospectus in connection with the proposed offer. SHAREHOLDERS OF JBT AND MAREL ARE URGED TO READ THE PROXY STATEMENT (AND, IF APPLICABLE PROSPECTUS) AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. JBT and Marel shareholders will be able to obtain a free copy of the proxy statement/prospectus (when available), as well as other filings containing information about JBT, without charge, at the SEC’s website, www.sec.gov, and on JBT’s website at https://ir.jbtc.com/overview/default.aspx.

Participants in the Solicitation

JBT and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the JBT’s common stock in respect of the offer to Marel shareholders. Information about the directors and executive officers of JBT is set forth in the proxy statement for JBT’s 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 31, 2023, and in the other documents filed after the date thereof by JBT with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed offer when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

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