JBT Marel (JBTM) Business Combination summary

Deal rationale and strategic fit

• The combination creates a leading global food and beverage technology solutions provider, leveraging complementary strengths, technologies, and minimal overlap to enhance customer value, operational efficiency, and innovation.

• Shared purpose and vision, with aligned values focused on sustainability, innovation, operational excellence, and customer-centricity.

• Enhanced scale, broader integrated solutions, and global reach will improve customer engagement, service levels, and profitable growth.

• The combined company will offer a unique, end-to-end portfolio in poultry and pet food processing, standing out in the competitive landscape.

• Headquarters will be in Chicago, with a European HQ and technology center in Iceland.

Financial terms and conditions

• Voluntary takeover offer for all outstanding shares, with Marel shareholders able to elect all cash (€3.60/share), all JBT stock (0.0407 JBT shares/share), or a mix (€1.26 cash + 0.0265 JBT shares/share), subject to proration (approx. 65% stock, 35% cash).

• Marel shareholders to receive about €950 million in cash and hold roughly 38% of the combined company.

• Total equity value of ~€2.7B and enterprise value of ~€3.5B including Marel's net debt.

• JBT shares issued will be listed on NYSE and, pending approval, on Nasdaq Iceland.

• Pro forma net leverage expected to be <3.5x at year-end 2024 and well below 3.0x by year-end 2025, with cash EPS accretion in the first full year post-close and double-digit ROIC within five years.

Synergies and expected cost savings

• Targeting annual run-rate cost savings of ~$70 million within 12 months post-close, growing to over $125 million by year three.

• Cost of goods sold synergies to exceed $55 million by 2027, with $25–35 million from direct material savings and $15–25 million from logistics and indirect spend.

• Operating expense savings of over $70 million by year three, mainly from streamlining and eliminating redundancies.

• Revenue synergies of over $75 million by year three, driven by integrated solutions, cross-selling, and geographic expansion.

• Cost savings expected from supplier consolidation, logistics efficiencies, plant optimization, and back-office rationalization.