Jbt Marel Corporation · NYSE:JBTM
Jbt Marel — Merger or Acquisition (June 2024)
26 slides from Jbt Marel's merger presentation, June 2024
Slide 1: JBT & Marel Combination
JBT & MAREL COMBINATION Harnessing the Full Power of JBT and Marel to Transform the Way Food is Processed and Fortify the Future of Food
Slide 2: Forward-Looking and Non-GAAP Statements
Forward-Looking and Non-GAAP Statements These slides and the accompanying presentation (collectively, the “presentation”) contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward- looking statements are information of a non-historical nature and
Slide 3: Important Additional Information
Important Additional Information Important Notices This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which suc
Slide 4: Presenters
Presenters Brian Deck Arni Sigurdsson Matt Meister President and Chief Executive Officer, Chief Executive Officer, EVP and Chief Financial Officer, JBT Marel JBT 4
Slide 5: JBT and Marel: Aligned to Transform Food Processing and Fortify the Future of Food
JBT and Marel: Aligned to Transform Food Processing and Fortify the Future of Food mer Unm o st ips a u C nsh Ta tc Customer Benefits le tio he Re ep nt d De la Aligned to Transform Improved Increased Ease of Doing Outcomes Uptime Business the Way Food Scale and Foc b i l i t y Operat Rigo is Proces
Slide 6: Shared Purpose, Vision, and Values Enable Greater Impact
Shared Purpose, Vision, and Values Enable Greater Impact Transforming Aligned Purpose Food Processing We will be the global leader in food In partnership with our customers, we and beverage technology by are transforming the way food is harnessing the full power of JBT to partner with our customer
Slide 7: Creating a Leading Global Food & Beverage Technology Solutions Company
Creating a Leading Global Food & Beverage Technology Solutions Company 1 Markets: Greater end market participation in resilient and growing food & beverage markets Solutions: Compelling platform to accelerate growth by offering broader solutions, utilizing 2 holistic application knowledge, and lever
Slide 8: Transaction Overview
Transaction Overview ▪ FSA approved offer document on June 19, 2024; subject to final approval of prospectus, which is expected imminently, JBT intends to launch voluntary takeover offer ▪ Offer of €1.26 per share in cash and 0.0265x shares of JBT stock per share of Marel, implying total equity valu
Slide 9: JBT and Marel: Providing Complementary Technology, Service, and Software to the Food & Beverage Processing Industry
JBT and Marel: Providing Complementary Technology, Service, and Software to the Food & Beverage Processing Industry ~5,100 ~$1.7B $276M 16.6% ~7,300 ~$1.8B $228M 12.4% Total TTM TTM Adjusted TTM Adj. EBITDA Total TTM TTM Adjusted TTM Adj. EBITDA Employees (1) Revenue EBITDA (2) Margin Employees (1)
Slide 10: Combined Company is Expected to Benefit from Resilient Growth Trends Across Select Diverse End Markets
Combined Company is Expected to Benefit from Resilient Growth Trends Across Select Diverse End Markets Global Protein Global Convenience Global Ready-To-Drink Global Pet Food Consumption Food Market Beverage Market Market Low-to-Mid-Single Mid-Single Mid-Single Mid-Single Digits Digits+ Digits Digit
Slide 11: Combined Company is Strategically Positioned to Capture Customer Investment Trends, Enabling Growth Above GDP
Combined Company is Strategically Positioned to Capture Customer Investment Trends, Enabling Growth Above GDP Company Vision ▪ Constantly changing demand driven by Ever Evolving preferences for various flavors, diets, Consumer sustainability, etc. Preferences ▪ Requires continuous new product introd
Slide 12: Complementary Core Technologies in Protein and Pet Food Processing Support Broader Portfolio Offering for Customers
Complementary Core Technologies in Protein and Pet Food Processing Support Broader Portfolio Offering for Customers Primary processing Secondary Further End of line Benefits of Fuller Solutions Killing, stunning, eviscerating, Cut-up, de-boning, Forming, coating, Handling, chilling, etc. skinning, p
Slide 13: Greater Ability to Provide Leading Customer Care and Service
Greater Ability to Provide Leading Customer Care and Service Significant Benefits for Customers ✓ ~1,700 service technicians globally to support aftermarket care for equipment and leases Enhanced ✓ Greater scale and density of resources enables Customer Care increased capacity to service customers m
Slide 14: Combined Software and Digital Ecosystems Optimize Customer Processing and Profitability and Enhance Combined Company’s Aftermarket Opportuni
Combined Software and Digital Ecosystems Optimize Customer Processing and Profitability and Enhance Combined Company’s Aftermarket Opportunity Marel Software + OmniBlu : Complementary Paths to Digital Solutions That Meet Customer Needs Manufacturing Execution Process Machine Machine Health / System
Slide 15: Enables Improved Sustainable Outcomes for Customers Through Several Technology Focus Areas
Enables Improved Sustainable Outcomes for Customers Through Several Technology Focus Areas Our Customers Require Solutions that Advance Sustainability Multifaceted Technologies to Tons of global food produced for Support Customers Global push for reducing food waste ~1.3B consumption and wasted per
Slide 16: Combination Will Provide Enhanced Scale & Profitable Growth
Combination Will Provide Enhanced Scale & Profitable Growth $ millions (1) Full Year 2023 Pro Forma Combined Company Revenue $1,664 $1,876 $3,540 2025 Expected Profile Diverse End Markets: Top Order Categories Poultry 24% Poultry 48% Poultry 37% (Per S-4 Filing) (4) Beverages 15% Meat 22% Meat 16% (
Slide 17: Leverage Continuous Improvement Culture to Deliver Financial and Operational Results
Leverage Continuous Improvement Culture to Deliver Financial and Operational Results Proven Business Operating System Provides Standard Operating Framework and Common Language Across the Combined Company ols Da To ily ✓ Daily management tool deployed at a site level that provides a rigorous process
Slide 18: Expect to Deliver Compelling Cost Synergies
Expect to Deliver Compelling Cost Synergies Anticipated Cost Synergies Direct Materials: ~$25 - $35M ▪ Supplier consolidation ▪ Best cost country sourcing >$125M ▪ Value add / value engineering Indirect: ~$15 - $25M Cost of Goods ▪ Logistics efficiencies Sold: >$55M (1) ▪ Spend reduction ~$70M ▪ Sup
Slide 19: Opportunity to Generate Meaningful Revenue Synergies >$75M
Opportunity to Generate Meaningful Revenue Synergies Potential Revenue Uplift Serve as better partner for protein customers, offering integrated solutions and enhanced line coverage to drive our customer overall equipment effectiveness >$75M Leverage customer base with improved cross-selling through
Slide 20: Pro Forma Company Expected to Achieve Double-Digit ROIC & Cash EPS Accretion While Maintaining Strong Balance Sheet
Pro Forma Company Expected to Achieve Double-Digit ROIC & Cash EPS Accretion While Maintaining Strong Balance Sheet Strong Return Metrics Meet Stated JBT M&A Criteria Expected Pro Forma Net Leverage Ratio (2) Expect cash earnings per share (EPS) accretion within first full year post-transaction clos
Slide 21: Formal Integration Office to Ensure Successful Execution and Synergy Capture
Formal Integration Office to Ensure Successful Execution and Synergy Capture ▪ Thoughtful about creating a shared vision, purpose, and culture that respects both organizations Clearly Articulated North Star ▪ Ensuring growth and customer-focused planning efforts are designed to strengthen the combin
Slide 22: Creating a Leading Food and Beverage Technology Company with a Platform for Enhanced Value Creation
Creating a Leading Food and Beverage Technology Company with a Platform for Enhanced Value Creation Greater exposure to Deep customer Enhanced scale and Operationally focused Expecting to deliver resilient and growing relationships, greater complementary core organization with attractive returns for
Slide 23: Appendix
Appendix 23
Slide 24: Target Timeline for Transaction Next Steps
Target Timeline for Transaction Next Steps May June July August September October November December Q1 2025 Ongoing: Year-end 2024: Preparation and Regulatory submission of required Regulatory review Target regulatory approval filings May: Late-June: S-4 Filed preliminary Target for S-4 S-4 to go ef
Slide 25: Reconciliation of JBT Income from Continuing Operations to Adjusted EBITDA
Reconciliation of JBT Income from Continuing Operations to Adjusted EBITDA TTM as of Full Year Q1 Q4 Q3 Q2 Q1 (In millions) 3/31/24 2023 2024 2023 2023 2023 2023 Income from continuing operations $ 135.1 $ 129.3 $ 22.8 $ 52.7 $ 31.2 $ 28.4 $ 17.1 Income tax provision 27.0 23.5 8.1 5.7 4.5 8.7 4.6 In
Slide 26: Reconciliation of Marel EBIT to Adjusted EBITDA
Reconciliation of Marel EBIT to Adjusted EBITDA 26