Further information to release published 24 November 2023 at 03:00 am GMT

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With reference to a notification earlier today in respect of a non-binding initial proposal in relation to all shares in Marel, the company would like to provide the following further information.

John Bean Technologies Corporation (JBT) submitted the non-binding initial proposal to the company and the proposal sets out the following proposed terms and conditions:

  1. Conditions: The non-binding initial proposal states a voluntary takeover bid may be submitted subject to (i) conclusion of a satisfactory due diligence and (ii) final approval by JBT´s board of directors. The non-binding initial proposal from JBT further states that if and when a voluntary takeover bid is made, it would be subject the following conditions:
    1. Regulatory approvals
    2. A vote of the JBT shareholders
    3. A minimum tender condition of 90%
  2. Proposed valuation / consideration: In the non-binding initial proposal JBT proposes a valuation of EUR 3.15 per shares (ISK 482 per share based on an ISK / EUR exchange rate of 153.3) for 100% of the outstanding shares in Marel. The non-binding initial proposal stipulates that this valuation was formulated assuming fully diluted shares outstanding of 754 million and is inclusive of the absorption of Marel´s existing debt of EUR 827 million.
  3. Consideration mix: The non-binding initial proposal provides that 25% of the proposed consideration would be paid in cash and 75% in the form of shares in JBT. It is further stated that Marel´s shareholders would hold approximately 36% of JBT´s shares following the potential transaction. No further information is provided on the price per share in JBT or possible exchange rate.


Investor Relations
For further information, please contact Marel Investor Relations via email ir@marel.com or tel. +354 563 8001.

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