John Bean (JBT) Inks Definitive Transaction Agreement With Marel
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John Bean Technologies Corporation JBT announced that it has signed a definitive transaction agreement with Marel hf. on JBT's previously disclosed intention to make a voluntary takeover offer for all of Marel's issued and outstanding shares. The signing of this transaction agreement marks a critical milestone in the process of merging JBT with Marel, resulting in a stronger business that will benefit shareholders, consumers and other stakeholders.
On Jan 19, 2024, JBT announced that it made an updated offer to acquire each of the outstanding common stock of Marel at €3.60 per share. Initially, in November 2023, John Bean had made the offer at €3.15 per share, which subsequently increased to €3.40 per share in December.
Based on the proration feature and the agreed-upon JBT reference share price, the expected compensation mix is 65% stock and 35% cash. Marel stockholders will receive €950 million in cash and own approximately 38% of the combined company.
Headquartered in Iceland, Marel is an international food processing company. It manufactures equipment and provides other services to the poultry, meat and fish industries.
The proposed merger will unite two renowned companies with complementary product portfolios, well-known brands and advanced technology. The combined company, which is expected to be named JBT Marel Corporation, is poised to become a leading and diversified global food and beverage technology solutions provider.
The anticipated benefits of the merger include significant cost synergies exceeding $125 million within three years following the completion of the transaction across areas such as procurement, manufacturing and G&A. JBT Marel is also expected to benefit from additional revenue synergies, given attractive cross-selling, go-to-market effectiveness, scaled innovation and enhanced global customer care capabilities.
The deal is expected to close by the end of 2024, subject to regulatory clearance and shareholder approvals.
JBT expects to use some of its existing cash on hand to finance the transaction. It will also use a €1.9 billion fully committed bridge financing facility to guarantee the funding of the cash portion of the transaction, pay off Marel's outstanding debt, refinance JBT's existing debt, and pay transaction fees and related expenses.
John Bean reported adjusted earnings of $1.40 per share in fourth-quarter 2023, up 24% from the year-ago quarter, aided by a strong operational performance and the solid execution of its supply-chain initiatives. The figure beat the Zacks Consensus Estimate of earnings of $1.39 per share.
Revenues of $445 million increased 1% from the year-ago quarter. The top-line figure beat the Zacks Consensus Estimate of $443 million.
