Global technology solutions provider JBT Corp. and Marel hf. have executed a definitive transaction agreement related to JBT’s previously announced intention to make a voluntary takeover offer for all of the issued and outstanding shares of Marel. The transaction agreement includes the terms of the offer and other important governance, social and operating items relating to the proposed business combination of JBT and Marel. The transaction agreement was approved by the boards of directors of both companies.

JBT and Marel are continuing to work expeditiously to finalize and submit a preliminary proxy statement/prospectus on Form S-4 with the U.S. Securities and Exchange Commission as well as an offer document and prospectus with the Icelandic Financial Supervisory Authority of the Central Bank of Iceland, as required to launch the offer. Pending final approval by the FSA, JBT expects to launch the offer in May 2024. The transaction is expected to close by the end of 2024, subject to regulatory clearance and applicable shareholder approvals.

“The execution of this transaction agreement represents a significant milestone in the process to combine JBT and Marel, creating a stronger business that will benefit shareholders, customers, and other stakeholders,” said Brian Deck, JBT’s president and chief executive officer. “The approval of the transaction agreement by the Board of Directors of both companies is the result of highly collaborative work between the JBT and Marel teams. We both completed confirmatory due diligence, which reaffirmed the compelling industrial logic of the combination and the value creation for shareholders. This process has reinforced our confidence in the potential revenue synergies and further value creation opportunity.”

Source: JBT