The disclosure in the section captioned The TransactionBackground of the
Transaction beginning on page 75 of the Proxy Statement is hereby amended and supplemented as follows:
The disclosure is hereby
amended and supplemented by adding the following text to the end of the seventh full paragraph on page 75 of the Proxy Statement:
The JBT
Subcommittee was formed to enable a subset of the JBT Board to work closely with JBT management on a more frequent basis as the transaction progressed. No additional fees or remuneration was paid (or was due to be paid) to the members of such
committee for their service on the JBT Subcommittee. Ultimately, the transaction progressed on a less expedited basis than the JBT Board had originally anticipated, and the JBT Board was able to convene as required to receive updates from JBT
management (as described in this summary) and further meetings of the JBT Subcommittee were not called.
The disclosure is hereby amended and
supplemented by adding the following underlined and bolded text to the first full paragraph on page 76 of the Proxy Statement:
The Eyrir Undertaking
was executed on November 19, 2023, and committed Eyrir Invest to support JBTs proposal to acquire Marel by means of a voluntary takeover offer, subject to certain terms (including minimum price and valuation). The Eyrir Undertaking was
accompanied by an exclusivity agreement, also dated November 19, 2023, pursuant to which Eyrir Invest agreed to an exclusivity period of two months commencing on November 19, 2023, during which it
would not engage in any direct or indirect discussions or negotiations, or enter into any agreements, in each case with respect to, the transfer of its shares in Marel to a third party other than JBT. Subsequently, on
July 11, 2024, Eyrir Invest entered into a further letter agreement with JBT pursuant to which (among other things) Eyrir Invest agreed (i) that JBT would be Eyrir Invests
exclusive counterparty for the transfer of any of Eyrir Invests Marel Shares until the earlier of the completion of the Offer and termination of the Transaction Agreement (subject to Eyrir Invests right to accept an unsolicited superior
proposal for Marel) and (ii) to accept the Mixed Offer Consideration with respect to all of its Marel Shares. In exchange for the additional foregoing commitments, JBT agreed to reimburse Eyrir Invest for certain
expenses incurred in connection with the Transaction (up to a capped amount) and provide Eyrir Invest with certain registration rights for its JBT Offer Shares.
The disclosure is hereby amended and supplemented by adding the following underlined and bolded text to the final full paragraph on page 79 of the Proxy
Statement:
From January 19, 2024, until the signing of the Transaction Agreement, representatives of JBT and Marel and their respective advisors
held multiple conversations to negotiate the terms of the Transaction Agreement and related documents and discuss the proposed transaction, including further discussion of potential synergies, the business strategy for the combined group, the
optimal organizational structure and other matters. These conversations included in-person meetings in Iceland. Topics discussed during these meetings include (among others) the composition of the
post-Closing JBT Board, the composition of the post-closing executive leadership team (which would consist of individuals from both JBTs and Marels management teams) and an agreement to form a management integration committee following
closing to, among other matters, drive cultural connectivity and collaboration. Each of these matters, together with others, was ultimately agreed on terms set forth in Annex 9.1 (Governance, Integration and Other Social Matters) to the Transaction
Agreement and summarized with respect to material terms in the section titled The Transaction AgreementGovernance
and Social Matters.
The disclosure in the section captioned Opinion of JBTs Financial Advisor
beginning on page 96 of the Proxy Statement is hereby amended and supplemented as follows:
The disclosure is hereby amended and supplemented by
deleting the following struck through and bolded text and adding the following underlined and bolded text to the second full paragraph on page 98 of the Proxy Statement:
Using the mid-year convention for discounting cash flows and discount rates ranging from 9.5% to 11.0%, reflecting
estimates of Marels weighted average cost of capital, Goldman Sachs discounted to present value, as of December 31, 2023, (i) estimates of the unlevered free cash flows to be generated by Marel on a standalone basis, both without
taking into account the Estimated Synergies and taking into account the Estimated Synergies, for the period from January 1, 2024 to December 31, 2028, as reflected in the JBT financial projections for Marel and (ii) a range of
illustrative terminal values for Marel, which were calculated by applying a range of enterprise value to earnings before interest, taxes, depreciation and amortization (EBITDA) over the next twelve month period
(NTM) multiples (EV/NTM EBITDA) ranging from 11.5x to 13.5x, to an estimate of adjusted EBITDA to be generated by Marel in the terminal year, of approximately
410 million both without taking into account the Estimated Synergies and of approximately
563 million taking into account the Estimated Synergies, as reflected in the JBT financial projections for Marel (which analysis implied perpetuity growth rates
ranging from 3.2% to 5.5% without taking into account the Estimated Synergies, and 2.9% to 5.2% taking into account the Estimated Synergies).
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