JBT signs definitive agreement for voluntary takeover of Marel; offer value ~€3.60/share, expected close end-2024

JBT MAREL Corp

Offer: €3.60/share cash, 0.0407 JBT shares, or combination (65% stock/35% cash mix); Marel shareholders receive ~€950M cash and 38% of combined company.
Largest Marel shareholder Eyrir Invest (≈25% ownership) irrevocably undertakes to accept the offer.
Combined company named JBT Marel; Brian Deck as CEO, Arni Sigurdsson as President, Alan Feldman as Chairman; board of 5 JBT + 4 Marel independent directors plus CEO.
Financing: €1.9B fully committed bridge facility from Goldman Sachs and Wells Fargo; pro forma net leverage expected <3.5x at year-end 2024, <3.0x by 2025.
Offer expected to launch May 2024 pending FSA approval; transaction targeted to close by end-2024 subject to regulatory and shareholder approvals.

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