Any Marel Stock Option that is granted from and after April 4, 2024 or any other equity-based
compensation award granted by Marel from or after such date (a Marel Interim Period Award) will not vest by virtue of the occurrence of the Offer Closing Time. At the Offer Closing Time, each Marel Interim Period Award will cease to
represent an award with respect to Marel Shares and be automatically converted into an award with respect to JBT Shares of comparable value and in such form as determined by JBT in good faith consultation with Marel. Immediately following the Offer
Closing Time, each such converted award will continue to be governed by the same terms and conditions regarding vesting and forfeiture as were applicable to the corresponding Marel Interim Period Award immediately prior to the Offer Closing Time. As
of the date of this unaudited pro forma condensed combined financial information, no Marel Interim Period Awards have been granted.
In connection with
the Transaction, on April 4, 2024, JBT entered into the Bridge Credit Agreement, dated as of April 4, 2024, by and among JBT, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, Wells Fargo Bank, National
Association, as syndication agent, and Goldman Sachs Bank USA and Wells Fargo Securities, LLC, as joint bookrunners and lead arrangers (the Bridge Credit Agreement). If drawn, loans under the Bridge Credit Agreement accrue interest at
the Euro Interbank Offered Rate (EURIBOR) plus 2.25% per annum, increasing by 0.50% per annum at the end of the first 90 day period after the initial borrowing date and by an additional 0.50% per annum at the end of each 90 day period
thereafter until the maturity date of the Bridge Credit Agreement. Any such drawn amounts and the amount of the undrawn and available commitments are also subject to a duration fee that accrues daily at a rate of 0.75% for the period of time from 90
days after the initial borrowing date until the 180th day after the initial borrowing date, 1.00% for the period of time from 180 days after the initial borrowing date until the 270th day after the initial borrowing date and 1.25% for the period of
time from 270 days after the initial borrowing date until the maturity date of the Bridge Credit Agreement. JBT may voluntarily prepay the Bridge Credit Agreement, if drawn, at any time without premium or penalty.
On May 17, 2024, JBT, the Offeror, the subsidiary guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as
administrative agent, entered into that certain Second Amendment to the Credit Agreement, which, among other things, (i) amends certain of the negative and financial covenants in the Amended and Restated Credit Agreement, dated as of
December 14, 2021, by and among JBT, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of
May 9, 2023 (the Credit Agreement), and (ii) expressly permits the Transaction.
JBT plans to fund the cash portion of the
Transaction through a combination of (i) cash on hand, (ii) availability under JBTs existing revolving credit facility under the Credit Agreement (the Existing JBT Revolving Credit Facility), as amended, and the Bridge
Credit Agreement, (iii) new debt financing or (iv) any combination of the foregoing. JBT intends to borrow up to approximately $1.7 billion that, together with cash on hand, will be used to (a) pay the cash consideration in the
Offer, (b) repay certain existing indebtedness of Marel and (c) pay transaction costs (collectively, the Transaction Financing). The timing and form of borrowings is currently unknown but may include a draw down on the Existing
JBT Revolving Credit Facility, the incurrence of indebtedness through the issuance of secured and/or unsecured financing, and/or a short-term bridge loan facility. Since terms of the Transaction Financing are currently unavailable, the unaudited pro
forma condensed combined financial information is prepared using the terms of the Bridge Credit Agreement, as further discussed in Note 6.
These
assumptions and expectations are subject to change, and the debt issuance costs to be incurred and related interest expense could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other
factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the closing and inputs to interest rate determination on debt instruments issued.
Accounting for the Transaction
The unaudited pro forma
condensed combined financial information has been prepared by JBT using the acquisition method of accounting, with JBT as the acquirer for accounting purposes. For purposes of the unaudited pro forma condensed combined financial information, the
applicable historical financial statements of Marel have been reclassified to align to the financial statement presentation of JBT, translated into U.S. dollars, and preliminarily adjusted for differences between International Financial Reporting
Standards as issued
3