At $3.70 per share, the American group is proposing a higher valuation for the Icelandic company this time.
Icelandic processing systems supplier Marel has confirmed receiving a second, revised proposal from John Bean Technologies Corporation (JBT) for a takeover of the company.
This unsolicited proposal, which follows an unsuccessful first offer made in November, is not a legally binding commitment but outlines conditions under which a voluntary takeover offer might be submitted in the future.
The offer from Chicago-based JBT values Marel at $3.70 per share, amounting to a total of $2.8 billion. This marks a substantial increase on the $3.40 per share offered last month.
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JBT stated that its takeover offer for Marel aligns with its long-term strategy to evolve as a dedicated food and beverage technology solutions provider. But Marel’s board decided to reject the proposal, saying that the offer did not reflect the true value of the business and involved significant risks in executing the proposed transaction. Nevertheless, Marel acknowledged the potential advantages of further consolidation in the sector and has been actively pursuing this strategy.
The proposal highlights an irrevocable undertaking from Eyrir Invest, which owns 24.7% of Marel’s shares, to support the previous or any improved offer from JBT. Eyrir Invest has also entered into exclusivity with JBT regarding its stake in Marel.
The proposal from JBT includes different options for how they will pay for the deal. They are offering to pay up to half of the deal in cash and the rest in shares of the combined company. For example, if they use a mix of 25% cash and 75% shares, then the current shareholders of Marel would end up owning about 38% of the new, combined company. If all Marel shareholders choose to be paid entirely in shares instead of cash, they would own about 45% of the combined company.
Detailed information about JBT’s share price or exchange rate is not provided in the proposal. JBT proposes retaining Marel’s stock exchange listing on the NYSE with a secondary listing in Reykjavik on Nasdaq Iceland.
In response to this proposal, Marel has appointed J.P. Morgan as its financial advisor and engaged legal firms Baker McKenzie, BBA/Fjeldco, and Osborne Clarke.
