GARDABAER, ICELAND – Marel announced on Dec. 13 that it received another unsolicited non-binding offer from John Bean Technologies (JBT) Corp. to acquire the food equipment company.
JBT made its first offer in November but it was rejected by the board of directors of Marel.
“Marel will review the proposal with due care and process to assess its merits, consistent with the long-term interests of the company and all shareholders,” the company said in a statement on its website. “At this time, there is no certainty whether the proposal will lead to a binding offer, or the terms on which such an offer might be made.”
According to updates by JBT and Marel, the proposal looks at an irrevocable undertaking of shares owned by Eyrir Invest hf., which holds 24.7% of the shares in Marel.
The proposal also said that JBT offered 3.4 euros ($3.71) per share for all outstanding shares in Marel. This would include absorbing Marel’s existing debt of 827 million euros.
“JBT has long admired Marel, and there is significant strategic, cultural, and operational alignment between the companies. We are confident that the contemplated merger would bring substantial benefits to both companies’ customers, employees, local communities, partners and shareholders,” said Brian Deck, president and chief executive officer of JBT Corp. “Together, our companies would be best positioned to meaningfully help customers create efficient, higher quality end products with a combined focus on sustainable solutions that make better use of the world’s precious food, beverage, water, and energy resources. JBT remains open to further dialogue with the Board of Marel to design a win-win outcome.”
In its latest proposal, JBT said it would commit to a European headquarters in Gardabaer, Iceland, along with the corporate headquarters in Chicago.
JBT added that it would contemplate a stock exchange listing on the New York Stock Exchange along with a secondary listing in Iceland.
Marel engaged JP Morgan as its financial advisor, and Baker McKenzie, BBA/Fjeldco and Osborne Clarke for legal advice about the proposal.
“Marel will update the market in a timely manner regarding any material developments, consistent with its statutory disclosure obligations,” the company said.