Marel (MAREL) Business Combination summary

Deal rationale and strategic fit

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

• Shared purpose and values focus on innovation, sustainability, operational excellence, and customer-centricity.

• The merger enables a more comprehensive portfolio, improved service, and digital capabilities to address evolving customer needs.

• Both companies bring strong talent and operational rigor, supporting a unified vision for industry leadership.

• The combined company will have a unique, end-to-end offering in poultry and pet food processing, standing out competitively.

Financial terms and conditions

• Marel shareholders can elect cash, stock, or a mix, subject to proration (approx. 65% stock, 35% cash), with an aggregate €950 million in cash and about 38% of the combined company.

• Offer price is EUR 3.60 per Marel share, with alternatives including a mix of cash and JBT shares or JBT shares only.

• Total equity value is ~€2.7 billion and enterprise value ~€3.5 billion.

• Pro forma net leverage expected to be below 3.5x at 2024 year-end (pre-synergies) and well below 3.0x by 2025 (post-synergies).

• Transaction expected to close by year-end 2024, with settlement no later than three business days after the offer period ends.

Synergies and expected cost savings

• Targeting over $125 million in annual run-rate cost synergies by year three post-close, with about $70 million expected within 12 months.

• 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 synergies of over $70 million by year three, mainly from organizational streamlining and redundancy elimination.

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

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