Marel (MAREL) Investor Update summary

Transaction overview and strategic rationale

• John Bean Technologies (JBT) has launched a voluntary takeover offer for all outstanding shares of Marel, aiming to combine two global leaders in food and beverage processing technology.

• The merger will create JBT Marel, with Marel shareholders receiving a mix of cash and stock, resulting in approximately 38% ownership of the new company and €950 million in cash.

• The combined company will maintain a secondary listing on Nasdaq Iceland, reflecting Marel's heritage and shareholder base.

• The integration strategy emphasizes shared purpose, vision, and values, with a focus on customer-centric innovation and sustainability.

• Governance will include representation from both legacy boards, and Árni Sigurðsson will serve as president of the combined entity.

Market positioning and growth drivers

• The combined company will address resilient, growing end markets, including poultry, meat, fish, pet food, and beverages, with protein consumption expected to grow in the low- to mid-single digits.

• Poultry is highlighted as a key growth area due to its affordability, nutritional value, and lower environmental footprint.

• The merger will enable broader market access and cross-selling opportunities, leveraging complementary strengths in upstream and downstream processing.

• Customers are increasingly seeking integrated solutions, operational efficiency, automation, and sustainability, which the combined company aims to deliver.

• Recurring revenue streams, such as service, parts, and equipment leases, are expected to comprise nearly half of total revenue.

Synergies, financial impact, and integration

• Annual run-rate cost savings are projected at $70 million within 12 months post-close, growing to over $125 million by year three.

• Cost synergies will come from direct material savings, indirect spend reductions, and operational optimization across a larger manufacturing footprint.

• Revenue synergies of over $75 million are expected by year three, driven by integrated solutions and expanded customer reach.

• The combined company targets an adjusted EBITDA margin of 16% in 2025, with revenue growing from $3.5 billion in 2023 to nearly $4 billion in 2025.

• Integration will be managed by an executive steering committee, supported by BCG, with a strong focus on cultural alignment and communication.