Global law firm Baker McKenzie is representing Marel, a multi-national food processing company based in Iceland, in its entering into a transaction agreement with John Bean Technologies Corporation (NYSE: JBT) relating to JBT's previously announced intention to make a voluntary takeover offer for all of the issued and outstanding shares in Marel at EUR 3.60 per share, payable in a mix of cash and JBT shares at Marel shareholders' election as detailed in the transaction agreement. Per JBT’s January 19, 2024, announcement, such offer values the entire share capital of Marel at approximately EUR 2.7 billion and, inclusive of Marel’s net indebtedness of approximately EUR 0.8 billion as of September 30, 2023, represents an enterprise value of approximately EUR 3.5 billion.

JBT expects to launch the offer in May 2024, pending, among other things, the filing of an S-4 registration statement with the US Securities and Exchange Commission, and the approval of an offer document and prospectus by the Icelandic Financial Supervisory Authority, as required to launch the offer. The transaction is expected to close by the end of 2024, subject to customary conditions including regulatory approvals, acceptance from Marel shareholders holding at least 90% of the outstanding Marel shares (taken together with any Marel shares acquired or otherwise owned by JBT), and the affirmative vote of JBT shareholders to approve the issuance of JBT shares in the transaction in accordance with NYSE requirements. The combined company will remain listed on the NYSE, and will seek a secondary listing on Nasdaq Iceland effective as of completion of the offer. 

Led by M&A partners Dieter Schmitz and Piotr Korzynski, the Baker McKenzie team includes:

M&A:                           Justin Bryant, Devin Muntz, Bridget Doyle
Antitrust:                      Mark Hamer, Daniel Graulich 
Benefits:                      Thomas Asmar, M’Alyssa Mecenas, Sesen Hailemichael
Capital Markets:           Roger Bivans, Christopher Lapp
Compliance and Trade: Peter Tomczak, Andrea Rivers, Terence Gilroy
Data Privacy:               Rachel Ehlers
Employment:                Sofia Chesnokova, Loic Coutelier
Environment:                Jessica Wicha
Foreign Investment:      Rod Hunter, Callie Lefevre
Finance:                       Kevin Whittam, Matthew Smith, Estefania Lalinde
IP:                               Jessica Greenwald
Real Estate:                 Sarah Swain
Tax:                             Thomas May, Jayshree Narendran

Lawyers from Baker McKenzie's offices in Australia, Austria, Belgium, Czech Republic, France, Germany, Hungary, Italy, Netherlands, Spain, South Africa, Sweden and the United Kingdom formed part of Baker McKenzie's wider transactional team. 

Marel's legal team is led by Árni Sigurjónsson, General Counsel, who commented, "Baker McKenzie is a trusted advisor. Throughout this process, the Firm's cross-border team has provided invaluable counsel, enabling us to execute this significant deal and preserve Marel's heritage."

Dieter Schmitz added, "We are pleased to work once again alongside Marel's seasoned deal team, providing counsel on this strategically important cross-border transaction."

Baker McKenzie is a transactional powerhouse, with more than 2,500 deal lawyers in 45 jurisdictions offering pragmatic counsel in the areas most critical for clients. The Firm excels in complex transactions and cross-border deals; over 65% of the deals are multi-jurisdictional. The teams are a hybrid of ‘local’ and ‘global’, combining money-market sophistication with local excellence.
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