Marel (MAREL) Investor Update summary

Offer launch and consideration

• Iceland’s FSA approved the offer document and prospectus; the voluntary offer was scheduled to launch June 24, 2024.

• Shareholders may elect €3.60 cash, 0.0407 JBT shares, or €1.26 cash plus 0.0265 JBT shares per share, subject to proration.

• At JBT’s $96.25 reference share price, consideration was estimated at 65% stock and 35% cash; aggregate cash consideration is €950M, with shareholders expected to own ~38% of the combined entity.

• Implied equity value is ~€2.7B and enterprise value ~€3.5B, including ~€0.8B net debt at March 31, 2024.

• Closing targeted by year-end 2024, subject to at least 90% of outstanding shares being tendered, JBT stockholder approval, regulatory clearances and other conditions; the U.S. Hart-Scott-Rodino waiting period expired.

Strategic and customer rationale

• The combination targets resilient food and beverage markets, including poultry, meat, fish, pet food and beverages; protein consumption is expected to grow at low- to mid-single-digit rates, with poultry highlighted for affordability and lower environmental impact.

• Complementary upstream and downstream equipment, applications expertise and geographic reach are intended to expand customer access, enable cross-selling and support fuller production lines and improved uptime.

• A global service network of ~1,700 technicians and recurring revenue from service, parts and leases are key strengths; recurring revenue is projected at nearly 50% of total revenue.

• Manufacturing execution and line-control software, digital tools and OmniBlu are intended to improve operational insight, equipment performance, maintenance and traceability.

Synergies and financial outlook

• Annual run-rate cost savings targeted at $70M within 12 months post-close and >$125M by year three, including >$55M in cost of goods sold and >$70M in operating expenses; one-time costs estimated at ~65% of expected run-rate savings.

• Revenue synergies targeted at >$75M by year three at normal contribution margins, through cross-selling, integrated services, geographic expansion and broader pet food solutions.

• Pro forma 2023 revenue was $3.54B; the 2025 profile projected nearly $4B revenue and an adjusted EBITDA margin of ~16% or higher.

• Cash EPS accretion expected in the first full year post-close, double-digit ROIC within five years, and annual free cash flow conversion above 100%.

• Pro forma net leverage expected below 3.5x at year-end 2024 before synergies and well below 3.0x at year-end 2025 including synergies; target range is 2–3x.