Today, John Bean Technologies Corporation (“JBT”) has initiated a voluntary takeover offer to the shareholders of Marel hf. (“Marel” or the “Company”) for all issued and outstanding shares in the Company. The takeover offer will be based on the terms and conditions set out in an offer document which will be published and dated 24 June 2024. The Icelandic Financial Supervisory Authority of the Central Bank of Iceland has approved the offer document. JBT will also issue a prospectus in connection with the offer.

The offer period commences on 24 June 2024 and expires at 17:00 GMT on 2 September 2024 (and may be extended from time to time pursuant to the Transaction Agreement entered into between JBT and Marel on 4 April 2024 and the applicable provisions of the Icelandic Takeover Act and U.S. securities laws).

Attached is an English translation of the advertisement relating to the voluntary public takeover offer to the shareholders of Marel, as published in local media in Iceland today in accordance with the provisions of the Icelandic Act no. 108/2007 on Takeovers.

Arni Sigurdsson, CEO of Marel commented:
“Today JBT has initiated a formal offer, which represents another milestone in the potential combination of Marel and JBT. The merger would create a global leader with a vision of feeding the world more sustainably and affordably. Marel’s long-standing and successful strategy would be further enhanced by JBT, achieving even more together at greater scale, benefitting from a wider and more diversified product portfolio and superior abilities to provide an even better service to our customers."

Investor conference call on Thursday 20 June
JBT and Marel will host a joint conference call for investors on Thursday 20 June 2024 at 10:00 AM Eastern Time (14.00 GMT/15.00 BST/16.00 CET) to discuss the compelling rationale of the transaction and benefits for customers and shareholders as well as provide further details on synergy opportunities.

Please note that the joint investor call is an audio-only webcast and will be conducted in English. The live stream and replay will be available through this website: Webcast registration. To participate in the Q&A in the joint conference call, please register in advance at this website: Call registration link. The joint conference call will also include a supplemental presentation, which will be available on JBT's Investor Relations website, Marel's Investor Relations website, and Arion Bank's website.

Investor meeting in Iceland and live webcast on Monday 24 June
Additionally, JBT and Marel will jointly host an open investor meeting on Monday 24 June 2024, in Iceland at 9:00 AM Eastern Time (13.00 GMT/14.00 BST/15.00 CET) at the headquarters of Arion Bank. The meeting will be conducted in English and a live stream of the event will also be available on JBT's Investor Relations website, Marel's Investor Relations website, and Arion Bank's website.   

If you would like to attend the meeting in-person, please register in advance at the following link as capacity is limited: Registration for in-person attendance.

Previously disclosed offer terms
As previously announced, JBT proposes a valuation of EUR 3.60 per Marel share for 100% of the outstanding shares of Marel.

Marel shareholders would have the flexibility to elect to receive, in exchange for each Marel share, to receive cash, stock, or a combination of stock and cash. Elections will be subject to proration such that the estimated consideration in the offer achieves an overall mix of approximately 65 percent stock and approximately 35 percent in cash. Including the impact of proration, the economic terms of the offer would result in Marel shareholders receiving an aggregate of approximately EUR 950 million in cash and holding approximately a 38 percent ownership interest in the combined company.

The exchange ratios utilize a reference share price of USD 96.25 per share of JBT. Marel shareholders will have the ability to elect to receive JBT shares listed on the New York Stock Exchange (NYSE) or, upon a successful secondary listing application by JBT on Nasdaq Iceland.

Shareholder questions on offer process
Marel shareholders who hold Marel Shares listed on Nasdaq Iceland can contact Arion banki hf. with any queries related to the acceptance and/or settlement of the Offer by email at assistance.marel2024@arionbanki.is.
 
Marel shareholders who hold Marel Shares listed on Euronext Amsterdam should contact their financial intermediary to obtain information on the acceptance and/or settlement process. Financial intermediaries and Marel shareholders can contact ABN AMRO Bank N.V. with any queries by email at corporate.broking@nl.abnamro.com.

Marel has engaged J.P. Morgan as financial advisor, Rabobank as provider of independent fairness opinion to the Board, and Baker McKenzie (US), BBA/Fjeldco (Iceland) and Osborne Clarke (Netherlands) for legal advice.

Further information:
Investor Relations

• Marel – Tinna Molphy
• Email: ir@marel.com
• Tel: +354 8538603

Media Relations

• FTI – Alex Le May and Matthew O’Keeffe
• Email: Marel@fticonsulting.com
• Tel: +44 (0)20 3727 1340