JBT Marel (JBTM) Investor Update summary

Transaction overview and strategic rationale

• JBT launched a voluntary takeover offer for all outstanding shares in Marel, aiming to combine two complementary leaders in food and beverage processing technology.

• The merger is structured to offer Marel shareholders a mix of approximately 65% stock and 35% cash, with €950 million in cash and about 38% ownership in the new entity.

• Marel shareholders can elect all cash (€3.60/share), all JBT stock (0.0407 shares/share), or a combination (€1.26 cash + 0.0265 shares/share), subject to proration.

• The combined company, JBT Marel Corporation, will be headquartered in Chicago, with a European HQ and technology center in Iceland, and maintain a secondary listing on Nasdaq Iceland.

• Governance will include representation from both legacy boards, with Brian Deck as CEO, Árni Sigurdsson as President, and Matt Meister as CFO.

Market positioning and growth drivers

• The combined company will address resilient, growing end markets, including poultry, meat, fish, pet food, and beverages, with a balanced geographic footprint across Americas, EMEA, and APAC.

• Estimated 2025 revenue is ~$4 billion, with nearly 50% recurring revenue and an adjusted EBITDA margin above 16%.

• Protein consumption, especially poultry, is expected to grow in the low- to mid-single digits, driven by population and consumer trends.

• The company expects to outpace end-market growth by supporting customer innovation, operational efficiency, and integrated solutions.

• The combined workforce will exceed 12,000 employees, with a strong focus on customer care, digital solutions, and aftermarket services.

Synergies, financial outlook, and integration

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

• Revenue synergies of over $75 million are expected by year three, mainly from integrated solutions and cross-selling.

• Cash EPS accretion is expected within the first full year, with double-digit ROIC within five years and pro forma net leverage below 3.5x by year-end 2024.

• Integration will be managed by a dedicated office and executive steering committee, leveraging best-in-class processes and third-party advisors, with a strong focus on culture and communication.

• One-time integration costs are estimated at ~65% of annual run-rate savings.