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).
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 Amended and Restated Credit Agreement (the Second Amendment), which, among other things, (i) amended 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 Existing Credit Agreement, and as amended by the Second Amendment, the Credit Agreement), and (ii) expressly permitted the Transaction.
During October 2024, JBT successfully secured commitments for a deal-contingent financing structure consisting of an amended and restated 5-year, $1.8 billion revolving credit facility (the New Revolving Credit Facility) and a 7-year, $900 million senior secured term loan B (the Term
Loan B). The New Revolving Credit Facility will retain the same pricing grid as JBTs existing revolving credit facility under the Credit Agreement (the Existing Revolving Credit Facility). The Term Loan B will have secured
pricing of SOFR plus 225 basis points. This pricing structure will step down to SOFR plus 200 basis points once leverage is below 3.25x. Additionally, the Term Loan B includes a ticking fee with no fees to be paid for the first 60 days following
allocation of commitments, which occurred on October 9, 2024.
JBT expects to utilize its available cash and proceeds from the Term Loan B and
borrowings under the New Revolving Credit Facility to (a) pay the cash consideration in the Offer, (b) repay certain existing indebtedness of Marel and settle Marel interest rate swaps and (c) pay transaction costs (collectively, the
Transaction Financing). Upon the closing of the Transaction, JBT will terminate the Bridge Credit Agreement.
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
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