Type to search

Seafood Processing


Marel enters into transaction agreement with John Bean Technologies Corporation

Marel enters into transaction agreement with John Bean Technologies Corporation

Fish processing equipment manufacturer Marel has entered into a transaction agreement with John Bean Technologies Corporation (JBT) in relation to JBT’s previously announced intention to make a voluntary takeover offer for all issued and outstanding shares in Marel.

Approved by the Boards of Directors of both Marel and JBT, the transaction agreement includes the terms of the offer and forms the basis for and obligations in connection with corporate governance and social matters for the proposed business combination of Marel and JBT.

The Marel Board has, based on the information available to date, taken the view that the proposed transaction is in the best interests of Marel, its shareholders, employees and wider stakeholders. The Board also received separate written opinions from J.P. Morgan and Rabobank as to the fairness, from a financial point of view and as of the date of such opinions, of the consideration payable in the voluntary takeover offer, subject to the assumptions, limitations, qualifications and other matters set forth in such opinions.

JBT expects to launch the offer in May 2024, pending registration statement to be filed with the U.S. Securities and Exchange Commission on Form S-4, and approval of an offer document and prospectus by the Icelandic Financial Supervisory Authority, as required to launch the offer. The transaction is subject to customary conditions including regulatory approvals, approval by Marel shareholders, and approval by JBT shareholders and expected to close by the end of 2024.

Reflecting the above-mentioned processes to finalize and submit the necessary documents to launch the offer, Marel is announcing a change to its financial calendar and will now report its Q1 2024 financial results after market closing on 7 May 2024, instead of 29 April 2024 as previously disclosed.

Arnar Thor Masson, Chairman of Marel, commented: “We are pleased to announce the transaction agreement with JBT that outlines the key terms of the proposed voluntary takeover offer. This is a significant milestone in the potential combination of our two businesses. Following confirmatory due diligence, this has strengthened our view that there is compelling logic behind the combination for our shareholders and wider stakeholders. Consequently, we remain enthusiastic about the strategic rationale for the transaction and the commitment to Marel’s heritage, secondary listing in Iceland, executive leadership positions will be a combination of talent from both companies, and proportional Board representation reflecting respective ownership. We will continue to work closely with JBT ahead of an expected offer launch in May.”

Arni Sigurdsson, Chief Executive Officer of Marel, added: “This is an important step as we move towards the possible combination with JBT. Their interest in Marel is a great testament to our business’ strength and the progress we have delivered, driven by the talented and dedicated global teams. Looking ahead to the potential combination, there are exciting opportunities to accelerate progress as we transform the way food is processed.”