Marel €2.85bn Strategic Dual Listing and €370m Capital Increase, Netherlands
2019
Marel is a leading pure play provider of advanced full-line food processing equipment, systems, software and services to the poultry, meat and fish industries globally, and the largest company on Nasdaq Iceland with a market capitalisation of c. EUR 2.85 billion.
The offering raised €370m, by placing 15% of Marel’s capital (assuming full exercise of the over-allotment option). Pricing was in the top half of the price range and the offer was multiple times oversubscribed at these levels despite very challenging market conditions. Shares traded up 5.4% on the first day on low volumes of c. 8% of the offer.
STJ advised Marel during a period spanning over 15 months assisting Management in assessing the most appropriate venue and strategy for dual listing on another European stock exchange and implementing the recommended approach in order to broaden Marel’s international investor base (matching the global nature of the business), enhancing Marel’s trading liquidity and valuation and establishing a global currency for acquisitions in support of Marel’s growth and expansion strategy.
STJ helped Marel to select Euronext Amsterdam following a thorough review of a number of stock exchanges with the objective of also achieving full share fungibility across exchanges. Careful and lengthy preparations enabled Marel to achieve this pioneering Nasdaq Iceland-Euronext Amsterdam dual listing structure with full share fungibility.
STJ advised Marel on optimising its investment case reflecting the company’s exceptional cash flow and cash flow return on capital metrics, well before banks were appointed and an international investor education and marketing programme was implemented. In a short period of c. 5 months from beginning an international investor education programme to pricing of the offering, Marel’s Nasdaq Iceland share price rose 54%, from an EV/EBITDA 2019E valuation of 10x to 14x, closing the previous discount to best-in-class global processing equipment and industrial technology comparables.
Marel attracted high-quality international investors, including Capital Group, to its shareholder register in the run-up to the offering. The offering itself received strong levels of interest from institutional and retail investors, including funds and accounts under management by BlackRock and Credit Suisse Asset Management acting as cornerstone investors for c. 27% of the Offer. Pricing of the offering represented a tight 4% discount to the stock’s 3-month VWAP.
STJ advised the Company and its Board of Directors on the key aspects of the transaction including stock exchange selection, equity story development and positioning, timetable, bank and legal counsel selection and terms of engagement, co-ordination of early investor education, management of research production, coordination and detailed review and analysis of the syndicate’s pre-deal investor education activities, offer structure (including in relation to the major shareholder and to the retail offer in Iceland and the Netherlands), valuation feedback analysis, price range setting, bookbuilding tactics, pricing and allocation. 
