Chicago, Illinois, U.S.A.-based John Bean Technologies Corporation (JBT) has received the remaining regulatory clearances it needed to proceed with its attempt to acquire Icelandic food-processing firm Marel.
JBT made its first attempt to take over Marel in November 2023, offering Marel EUR 3.15 (USD 3.31) per share for the company. Marel ultimately declined that bid and then denied a second follow-up bid in December 2023 that had an enterprise value of EUR 3.4 billion (USD 3.6 billion).
After the second failed attempt, JBT waited until April 2024 to begin another attempt at acquiring Marel in a deal valued at USD 3.9 billion (EUR 4.1 billion), or EUR 3.60 (USD 3.79) per share. After signing a transaction agreement, the company later launched a voluntary takeover offer to shareholders in June 2024.
That offer was approved by the board of directors of both Marel and JBT.
“As a board and with independent advice, we have carefully considered what the combination as JBT Marel Corporation would mean for our shareholders and wider stakeholders. We have concluded that there is compelling strategic rationale for the transaction and the offer provides an exciting opportunity to accelerate progress and have a positive effect on the interests of Marel and its stakeholders,” Marel Chair Arnar Thor Masson said in June. “Therefore, the board unanimously supports the offer from JBT for all shares in Marel and have provided a positive recommendation in our reasoned statement.”
All three offers were connected to Eyrir Invest hf., the largest shareholder in Marel, which holds roughly 25 percent of the company’s issued and outstanding shares. JBT announced that its first takeover attempt was launched after it received an irrevocable undertaking from Eyrir Invest, which was co-founded by former Marel CEO Arni Oddur Thordarson.
Marel shareholder Teleios Capital Partners initially criticized Marel and its governance following JBT’s first failed takeover bid.
In December 2023, Teleios sent a letter to the board of directors saying the company’s potential had been “stifled by a beleaguered ownership structure and system of governance that do not befit an enterprise of its size and pedigree.”
Teleios added that there were a lack of safeguards between Marel and what it called at the time a conflict of interest between it and Thordarson, whom Teleios claimed was deposed from his role as CEO. Teleios also claimed financial issues at Eyrir Invest – controlled by Thordarson and his father Thordur Magnusson – were the cause of the initial takeover attempts.
“Imprudent stewardship and financial decision-making during their tenure left Eyrir teetering on the brink of insolvency, and it is now in the process of being restructured. Rumors suggest that a capital raise of approximately EUR 80 million [then USD 87 million] is required, and that the two of them are at loggerheads with their investor partners,” Teleios wrote. “Simultaneously, both father’s and son’s ballooning leverage at a personal level has led their lending banks to repossess their shares in Eyrir, forcing them to cede their control.”
Those initial disagreements over the takeover bid have apparently not resurfaced after JBT’s subsequent attempts, and now JBT and Marel both said the deal is closing in on completion. JBT said the offer period will expire on 20 December 2024, and JBT amended the settlement period of its offer so that it will take place “no later from five business days from the expiration date of the offer.”
“The settlement of the transaction is therefore expected to close no later than 3 January 2025, taking into account all bank holidays in the Icelandic market,” Marel said in a release.
Marel’s board of directors said it has reviewed the amendments and the proposed terms of the sale and continues to unanimously support JBT’s offer for the company, recommend Marel shareholders accept the offer, and that the transaction “will have a positive effect on the interests of Marel and its employees.”
In late November, as regulatory approvals first rolled in, Marel’s share price began to increase. On 20 November, the company’s share closed at ISK 594 (USD 4.29, EUR 4.07) on Nasdaq Iceland and rose to a full-year high of ISK 638 (USD 4.60, EUR 4.37) as of 2 December.
