Marel: Compulsory acquisition of shares in Marel hf.

The Offeror and the board of directors of Marel have resolved, effective today, 2 January 2025, that the Offeror commence a compulsory acquisition of all remaining and outstanding shares in Marel not tendered in the Offer, pursuant to articles 24 and 25 of act no. 2/1995 on public limited companies and article 110 of act no. 108/2007 on takeovers.

The offered price in the compulsory acquisition is EUR 3.60 per share in Marel (based on the reference price per share in JBT of 96.25 USD), or ISK 538 per share (based on the ISK/EUR exchange rate of 149.5) (the “Redemption Price”). The remaining shareholders can elect to receive, in exchange for each share in Marel, (a) EUR 3.60 in cash, (b) 0.0265 shares in JBT, par value USD 0.01 per share, and EUR 1.26 in cash or (c) 0.0407 shares in JBT, subject to proration to the same extent as the shares tendered in the Offer. Any Marel shareholders that do not make an election will receive, in exchange for each Marel share, EUR 1.26 in cash and 0.0265 shares in JBT. This will result in the shareholders of Marel receiving, in the aggregate across both the Offer and the compulsory acquisition, approximately EUR 950 million in cash and approximately a 38% ownership interest in the combined company of JBT and Marel.

Further details on the terms of the redemption can be found in a notice to Marel’s shareholders, attached to this announcement along with a share transfer form and published on the websites of JBT, Marel and Arion Bank hf.

The Redemption Price is the same price and payment option ultimately calculated and offered to Marel’s shareholders in the Offer. Any payments, or prorated payments, as applicable, received by shareholders in the redemption process shall not in any instance be of higher value than any shareholder of Marel received as consideration in the Offer.

The redemption period commences on 5.00 pm Icelandic time on 2 January 2025 and expires on 5.00 pm Icelandic time on 30 January 2025. Settlement of the compulsory acquisition is expected to occur as soon as practicable following the expiry of the redemption period.