Marel: JBT announces receipt of all regulatory clearances for voluntary takeover offer and amendments to settlement period

On 24 June 2024, John Bean Technologies Corporation (“JBT” or the “Offeror”), made a voluntary public takeover offer to the shareholders of Marel hf. in accordance with the provisions of the Icelandic Act no. 108/2007 on Takeovers, based on the terms and conditions set out in an offer document, dated the same day, which has been approved by the Financial Supervisory Authority of the Central Bank of Iceland (the “Offer Document”) (the “Offer”).

JBT confirms receipt of all regulatory clearances required

JBT has today announced receipt of all remaining regulatory clearances required to complete its proposal to acquire all issued and outstanding shares of Marel hf. On 26 November 2024, the European Commission adopted a clearance decision at the end of its Phase 1 review period. Additionally, JBT received formal confirmation that the Australian Competition and Consumer Commission does not oppose the transaction on 22 November 2024.

Settlement period amended to five days and offer period to expire at 12:00 noon GMT on 20 December 2024

JBT has decided to (i) amend the settlement period of the Offer to the effect that the settlement of the Offer shall take place no later than five business days from the expiration date of the Offer instead of three business days and (ii) amend the offer period so the Offer shall expire at 12:00 noon GMT on 20 December 2024 instead of 17:00 GMT. The purpose of the amendments is to ensure a safe and smooth settlement of the Offer towards the shareholders of Marel.

The settlement of the transaction is therefore expected to close no later than 3 January 2025, taking into account all bank holidays in the Icelandic market.

JBT has published a supplement to the Offer Document with the aforementioned amendments, which is available on the website of JBT (ir.jbtc.com), as well as on Marel (marel.com/jbt) and Arion Banki hf. (arionbanki.is).

Positive recommendation by the Marel Board of Directors unchanged

The Board of Directors of Marel is required to provide an update to its reasoned statement, dated 24 June 2024, in connection with an amendment of the Offer and its terms to fulfil the requirements of the Icelandic Act no. 108/2007 on Takeovers.

Having reviewed the supplement and assessed the purpose of the amendments, the Board has determined that the amendments have no adverse impact on the rationale underlying its recommendation of the Offer.

With reference to the reasoned statement, the Board continues to unanimously (i) support the Offer, including the price and other terms thereto, (ii) recommend that the Marel shareholders accept the Offer and tender their shares into the Offer, and (iii) believe that the consummation of the transaction will have a positive effect on the interests of Marel and its employees.

Further information and all relevant documents on JBT’s voluntary takeover offer can be found here.

Shareholder questions on offer process

Marel shareholders who hold Marel Shares listed on Nasdaq Iceland can contact Arion banki hf. with any queries related to the acceptance and/or settlement of the Offer by email at assistance.marel2024@arionbanki.is.

Marel shareholders who hold Marel Shares listed on Euronext Amsterdam should contact their financial intermediary to obtain information on the acceptance and/or settlement process. Financial intermediaries and Marel shareholders can contact ABN AMRO Bank N.V. with any queries by email at corporate.broking@nl.abnamro.com.

Marel has engaged J.P. Morgan as financial advisor, Rabobank as provider of independent fairness opinion to the Board, and Baker McKenzie (US), BBA/Fjeldco (Iceland) and Osborne Clarke (Netherlands) for legal advice.

Further Information:

Investor Relations

• Marel – Tinna Molphy
• Email: ir@marel.com
• Tel: +354 8538603

Media Relations

• FTI – Alex Le May and Matthew O´Keeffe
• Email: Marel@fticonsulting.com
• Tel: +44 (0)20 3727 1340