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 technologies, services, and digital tools to transform food processing and enhance customer value.

• Both companies share a strong focus on innovation, sustainability, and customer-centric values, aiming to build a more sustainable food chain and drive operational excellence.

• The merger enables broader integrated solutions, deeper application knowledge, and improved customer care through a larger, more capable sales and service organization.

• The combined entity will have a unique, end-to-end offering in poultry and pet food processing, with minimal overlap in product lines and a strong presence in both the US and Europe.

• Enhanced digital ecosystem and software capabilities will provide customers with better operational insights and predictive maintenance.

Financial terms and conditions

• Marel shareholders can 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), with an estimated mix of 65% stock and 35% cash, totaling €950 million in cash and about 38% ownership in the combined company.

• Offer implies a total equity value of ~€2.7 billion and enterprise value of ~€3.5 billion including Marel's net debt.

• Transaction expected to be accretive to cash EPS within the first year and deliver double-digit ROIC within five years.

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

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

Synergies and expected cost savings

• Targeting over $125 million in annual run-rate cost synergies by year three post-close, with ~$70 million expected by year one.

• Cost of goods sold synergies to exceed $55 million by 2027, mainly from direct material and indirect spend savings, supplier consolidation, and logistics efficiencies.

• Operating expense synergies of over $70 million by year three, primarily from organizational streamlining and elimination of redundancies.

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

• About 65% of the synergy target will require one-time costs to achieve.