Jóhann Magnús Jóhannsson

BBA//Fjeldco is the lead Icelandic counsel for Marel hf., one of Iceland’s largest and most valuable companies which is listed on Nasdaq Iceland, as the recipient of a non-binding proposal from John Bean Technologies Corporation (“JBT”) for the combination of the two companies in late 2023. In January 2024 it was publicly announced that JBT intended to make a voluntary takeover bid for all shares in Marel under the Icelandic Act on Takeovers. Our involvement included drafting and providing input on structure and transaction documents, as well as advice on disclosure requirements and implications of the imminent offer on the conduct of the company’s business and the duties of its board. This is a particularly complex transaction as its cross-border elements raise a number of novel issues, JBT and Marel are competitors, Marel is listed in Iceland and has a large shareholder base by Icelandic measures, JBT is listed in the United States and subject to filing requirements there, and the consideration offered by JBT is a mix of JBT shares and cash. This M&A transaction is as big and complex as they come in Iceland and if the takeover is successful, it would constitute the biggest public takeover in Iceland since 2007.

BBA//Fjeldco acted for Danish multinational company Coloplast in the acquisition of the entire share capital of Kerecis. The transaction values the target company at up to USD 1.3 billion, making Kerecis the first so-called "unicorn" coming out of Iceland and is therefore among the largest M&A deals in the history of the country.

Based in Isafjordur, in the Westfjords of Iceland, Kerecis has grown fast on the back of its innovative wound care product based on fish-skin technology. Coloplast is a global leader in providing intimate health care services that develops and manufactures products that help people with private medical conditions to improve their quality of life.

The strong commercial presence of Kerecis in the US and the buyer being a Danish company added complexity to the due diligence exercise and closing mechanics, providing an opportunity for BBA//Fjeldco to make good use of its cross-border experience.