Exhibit 99.1
JBT Corporation Submits Enhanced Proposal to Acquire Marel hf
Combination would create a leading global food and beverage technology solutions company
Enhanced proposal of 3.40 per Marel share offers 46 percent premium to Marels unaffected closing share price on
November 23, 2023, as well as attractive and flexible consideration package
JBT remains open to further dialogue with the
Board of Marel to design a win-win outcome
CHICAGO(BUSINESS WIRE)JBT Corporation (NYSE: JBT),
(JBT or the Company) a leading global technology solutions provider to high-value segments of the food & beverage industry, today confirmed that it has submitted a revised and significantly improved proposal to the
Board of Directors of Marel hf. (Marel) to acquire all of the outstanding common stock of Marel for 3.40 per Marel share (ISK511 per share based on an ISK / EUR exchange rate of 150.3). The proposal is contingent on a favorable
recommendation from the Marel Board of Directors.
This enhanced offer represents a 46 percent premium to Marels unaffected closing share price
on November 23, 2023, of ISK350, a 17 percent premium to Marels closing share price on December 13, 2023, of ISK438.50, and is 8 percent higher than JBTs prior proposal which was submitted on November 24, 2023.
The proposed offer implies an enterprise value of approximately 3.4 billion for Marel. In addition, as previously communicated, JBT has received an irrevocable undertaking and remains in exclusivity with respect to the shares owned by
Eyrir Invest hf., which holds 24.7 percent of the shares in Marel.
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 CEO of JBT Corporation. 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
worlds precious food, beverage, water, and energy resources. JBT remains open to further dialogue with the Board of Marel to design a win-win outcome.
Strategic Rationale
The merger would bring together two
renowned companies with complementary product portfolios, market leading brands, and superior technology to create a leading global food and beverage technology solutions company. Customers of both companies would benefit from the enhanced fuller
line processing capabilities and digitally supported aftermarket parts and service enabled by the combined companys global reach. The combination offers substantial synergies by providing attractive cross-selling and go-to-market potential,
meaningful cost savings opportunities, and further margin enhancement, positioning both JBT and Marel shareholders to benefit from significant upside potential.
Commitment to Icelandic Heritage
The combined company
would have a long-term commitment to a significant Icelandic presence and to preserving Marels heritage by maintaining a European headquarters in Gardabaer, Iceland, in addition to a corporate headquarters in Chicago, IL. To maximize
shareholder trading liquidity, and consistent with Marels publicly stated overseas listing objectives, JBT would contemplate the stock exchange listing remain on the NYSE with a secondary listing in Reykjavik. Additionally, JBT is prepared to
provide proportional representation for Marel on the combined companys Board of Directors.