Marel hf. (ICSE:MAREL) entered into an agreement to acquire Wenger Manufacturing, Inc. from the seller family for $530 million on April 27, 2022. Under the transaction, Marel has agreed to acquire the entire share capital of Wenger, including all relevant business activities of the group. As reported, the total investment for the acquisition is $540 million, of which the purchase price for the acquisition is $530 million on a cash and debt-free basis (enterprise value). The remaining $10 million is a combination of a contribution to a not-for-profit private foundation, to continue the legacy of Wenger and its meaningful impact on the community, as well as Marel shares for Wenger employees. The purchase price will be paid with cash at hand, financed through Marel's strong balance sheet and existing credit facilities. To preserve operational headroom, Marel has signed a new €150 million ($160.2 million) bridge facility from BNP Paribas Fortis SA/NV. Discussion with selling shareholders regarding partial consideration in Marel shares is ongoing and will be concluded prior to closing. The acquisition of Wenger is a platform investment, adding a fourth business segment to Marel, in addition to poultry, meat and fish. Wenger reports annual revenues of approximately $190 million. The transaction multiple corresponds to 14x EV/EBITDA adjusted for expected tax benefits of $60-70 million. The closing of the acquisition is subject to customary closing conditions, including anti-trust and shareholder approval of Wenger, which is expected to take place during Q2 2022. The acquisition is pro-forma, expected to contribute around 10% of Marel's total revenues and 12% of EBITDA. Taryn Brown, Brian Burke, Michael Poland, Alvaro Gallo, Peter Tomczak, Elizabeth Ebersole, Jessica Wicha, Victor Sigaud, Rod Hunter, Marcela Robledo, Sarah Winston, Kai Kramer and Bart McMillan of Baker & McKenzie LLP acted as legal advisor for Marel. Jefferies LLC acted as financial advisor to Wenger Manufacturing, Inc.

Marel hf. (ICSE:MAREL) completed the acquisition of Wenger Manufacturing, Inc. from the seller family for approximately $530 million on June 9, 2022. As per the terms of the transaction, $526 million in cash and existing credit facilities and 0.96 million shares was paid by Marel. The remaining $10 million is a combination of a contribution to a not-for-profit private foundation, to continue the legacy of Wenger and its meaningful impact on the community, as well as Marel shares for Wenger employees. The total investment for the acquisition is $540 million. The transaction was approved by anti-trust and Wenger's shareholders.