JBTM JBT Marel Corporation

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements (Nos. 333-152682 and 333-218253) on Form S-8 of JBT Marel Corporation of our report dated May 9, 2024, with respect to the consolidated financial statements of Marel hf., which report appears in the Form S-4/A of JBT Marel Corporation dated June 24, 2024.

/s/ KPMG Accountants N.V.

Amstelveen, the Netherlands

January 22, 2025

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On January 2, 2025 (the “Closing Date”), JBT Marel Corporation (f/k/a John Bean Technologies Corporation) (“JBT Marel” or the “Company”) completed its voluntary takeover offer (the “Offer”) to shareholders of Marel hf. (“Marel” and such shareholders, “Marel Shareholders”) to acquire all of the issued and outstanding ordinary shares, nominal value ISK 1 per share (other than treasury shares) (the “Marel Shares”) of Marel pursuant to the transaction agreement dated April 4, 2024 (the “Transaction Agreement”), by and among the Company, John Bean Technologies Corporation Europe B.V., a subsidiary of the Company (the “Offeror”), and Marel. Based on the final results of the Offer, the Company received acceptance by Marel Shareholders representing 735,338,954 Marel Shares, corresponding to approximately 97.5 percent of all issued and outstanding Marel Shares. As the Company’s ownership in Marel exceeds 90 percent of all Marel shares after settlement of the Offer, the Company intends to redeem any Marel Shares not tendered in the Offer by way of a compulsory purchase, pursuant to Articles 24 and 25 of the Icelandic Act on Public Limited Companies no. 2/1995, as amended, and Article 110 of the Icelandic Takeover Act no. 108/2007, as amended (the “Squeeze-Out”). The Squeeze-Out is further described in the “Description of the Transaction” section below.

This unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effect of the transactions contemplated by both the Transaction Agreement (the “Transaction”) and the Transaction Financing (as defined below). Such information is based on the following historical consolidated financial statements of the Company and Marel, as adjusted to give effect to the Transaction and the Transaction Financing:

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 gives effect to the Transaction as if it had occurred or become effective on September 30, 2024. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2024 and the fiscal year ended December 31, 2023 give effect to the Transaction and the Transaction Financing as if it had occurred or become effective on January 1, 2023.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read together with the accompanying notes. Such notes describe the assumptions and estimates related to the adjustments to the unaudited pro forma condensed combined financial information. In addition, the unaudited pro forma condensed combined financial information should be read in conjunction with the separate respective audited consolidated financial statements of the Company and Marel.

Description of the Transaction

On June 24, 2024, the Offeror launched a voluntary public takeover offer to Marel Shareholders to acquire all of the issued and outstanding Marel Shares, not including any treasury shares held by Marel. The Offer was conditioned upon, among other things, the Offer having been validly accepted by eligible Marel Shareholders representing (when taken together with any Marel Shares acquired or agreed to be acquired by the Offeror other

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than through the Offer in accordance with applicable law) at least 90% (or, in the Offeror’s sole discretion, a lower percentage, not to be reduced below 80% without Marel’s consent) of the issued and outstanding share capital and voting rights of Marel (excluding Marel Shares owned by any of Marel’s subsidiaries) as of the time at which the Offeror accepts for exchange, and exchanges, all of the Marel Shares validly tendered and not validly withdrawn (the “Offer Closing Time”) and such acceptances not being withdrawn or subject to any third party consents in respect of pledges or other rights (the “Minimum Acceptance Condition”).

The Offer period expired on December 20, 2024 at 12:00 PM GMT, and based on the final result of the Offer, the Company achieved acceptance of the Offer by Marel Shareholders representing approximately 97.5 percent of Marel Shares. The Offer was then subsequently settled and the consideration described below was paid or issued, as applicable, on the Closing Date.

Marel Shareholders who validly tendered their Marel shares were able to elect to receive, in exchange for each Marel share, (i) EUR 3.60 in cash, (ii) EUR 1.26 in cash and 0.0265 shares of JBT Marel, or (iii) 0.0407 shares of JBT Marel, subject to a proration feature. Marel Shareholders elected to receive more shares of JBT Marel than were available. Therefore, as a result of the application of the proration feature, Marel Shareholders who elected to receive (i) EUR 3.60 in cash received, in exchange for each Marel share, EUR 3.60 in cash, (ii) EUR 1.26 in cash and 0.0265 shares of JBT Marel received, in exchange for each Marel share, EUR 1.26 in cash and 0.0265 shares of JBT Marel and (iii) 0.0407 shares of JBT Marel received, in exchange for each Marel share, EUR 1.2073635 in cash and 0.0270961 shares of JBT Marel. In the aggregate, at settlement of the Offer, Marel Shareholders received approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel. JBT Marel expects to pay or issue, as applicable, additional cash and/or shares of JBT Marel in connection with the Squeeze-Out, as further described below.

On the Closing Date, JBT Marel commenced the Squeeze-Out. The remaining Marel Shareholders can elect to receive, in exchange for each Marel Share, (a) EUR 3.60 in cash, (b) EUR 1.26 in cash and 0.0265 shares of JBT Marel, or (c) 0.0407 shares of JBT Marel, subject to proration in the same manner as the shares tendered in the Offer. Any Marel Shareholders that do not make an election will receive, in exchange for each Marel Share, EUR 1.26 in cash and 0.0265 shares of JBT Marel. This will result in the Marel Shareholders receiving, in the aggregate across both the Offer and the Squeeze-Out, approximately EUR 950 million in cash and approximately a 38% ownership interest in the Company. The redemption period is scheduled to expire on January 30, 2025, at 5:00 p.m. Icelandic time (GMT). Settlement of the Squeeze-Out is expected to occur as soon as practicable following the expiry of the redemption period.

On the Closing Date, the Company changed its name and stock ticker symbol to “JBT Marel Corporation” and “JBTM,” respectively. JBTM shares remain listed on the New York Stock Exchange (“NYSE”) with a secondary listing on Nasdaq Iceland hf (“Nasdaq Iceland”). Shares of JBTM commenced trading on both NYSE and Nasdaq Iceland exchanges on January 3, 2025. In addition, Nasdaq Iceland and Euronext Amsterdam N.V. approved Marel’s requests to delist its shares from Nasdaq Iceland and Euronext Amsterdam and the last day of trading on the respective exchanges being January 3, 2025.

At the Offer Closing Time, each stock option with respect to Marel Shares (a “Marel Stock Option”) that was granted prior to the date of the Transaction Agreement and remained outstanding as of immediately prior to the Offer Closing Time with an exercise price per share less than the volume-weighted average trading price of a Marel Share on the last trading day immediately prior to the date on which settlement of the Offer is made (the “Marel Closing Price”), whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of Marel Shares subject to such Marel Stock Option as of immediately prior to the Offer Closing Time and (ii) the excess, if any, of the Marel Closing Price over the exercise price per share of such Marel Stock Option. Each Marel Stock Option with an exercise price per share equal to or greater than the Marel Closing Price was cancelled without any cash payment being made in respect thereof.

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In connection with the Transaction, on the Closing Date, JBT Marel entered into the Second Amended and Restated Credit Agreement (“Credit Agreement”), which provides for a $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”). On the Closing Date, borrowings under the Credit Agreement were used to consummate the Transaction and to repay certain existing indebtedness of Marel and its subsidiaries (collectively, the “Transaction Financing”).

On April 4, 2024, the Company entered into the Bridge Credit Agreement, dated as of April 4, 2024, by and among the Company, 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 January 2, 2025, the commitments under the Bridge Credit Agreement were reduced to $0 as a result of the Transaction Financing described above. Substantially concurrently with entering into the Credit Agreement and the consummation of the Transaction, JBT Marel terminated the Bridge Credit Agreement in its entirety as permitted under its terms. In connection with the termination of the Bridge Credit Agreement, all accrued and unpaid fees thereunder were paid in full and all commitments thereunder were terminated.

Accounting for the Transaction

The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting, with the Company 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 the Company, translated into U.S. dollars, and preliminarily adjusted for differences between International Financial Reporting Standards as issued

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by the International Accounting Standards Board (the “IASB,” and such reporting standards, “IFRS”) and the Company’s accounting policies, which reflect accounting principles generally accepted in the United States of America (“GAAP”), for material accounting policy differences identified to date. Further, the unaudited pro forma condensed combined financial information includes transaction accounting adjustments which are necessary to account for the Transaction in accordance with GAAP and adjustments to reflect the Transaction Financing. The unaudited pro forma adjustments are based upon certain assumptions that the Company’s management believes are reasonable and currently available information.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of results that would have occurred had the Transaction been completed as of the dates indicated above. In addition, the unaudited pro forma condensed combined financial information does not purport to be indicative of the future financial position or operating results of the combined operations and does not reflect the costs of any integration activities nor any benefits that may result from realization of future cost savings from operating efficiencies or revenue or other synergies expected to result from the Transaction.

The valuations of the assets acquired and liabilities assumed are preliminary and have not been finalized. The Company intends to finalize valuations and other studies and will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the Transaction. The assets and liabilities of Marel have been measured based on various preliminary estimates using assumptions that Company management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial information and could have a material impact on the combined company’s future results of operations and financial position.

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JBT MAREL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2024

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JBT MAREL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Nine months ended September 30, 2024

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JBT MAREL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Year ended December 31, 2023

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Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information and accompanying notes are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of September 30, 2024 gives effect to the Transaction and the Transaction Financing as if they had been consummated on September 30, 2024. The unaudited pro forma condensed combined statements of income give effect to the Transaction and the Transaction Financing as if they had been consummated on January 1, 2023, the first day of the Company’s fiscal year.

The historical audited financial statements of the Company are prepared in accordance with GAAP and are reported in U.S. dollars. The historical audited financial statements of Marel are prepared in accordance with IFRS as issued by the IASB and are reported in Euro. For purposes of the unaudited pro forma condensed combined financial information, Marel’s historical unaudited consolidated statement of financial position as of September 30, 2024 was translated using the spot rate on September 30, 2024 (1.1190 $/€). Marel’s historical unaudited consolidated statement of income for the nine months ended September 30, 2024 was translated using the average exchange rate for the nine months ended September 30, 2024 (1.1107 $/€). Marel’s historical consolidated statement of income for the year ended December 31, 2023 was translated using the average exchange rate for the year ended December 31, 2023 (1.0916 $/€).

For purposes of the unaudited pro forma condensed combined financial information, the historical financial information of Marel has been reclassified to conform to the Company’s financial statement presentation, converted from IFRS to GAAP, and compiled in a manner consistent with the accounting policies adopted by the Company as set forth in its audited historical financial statements. These adjustments are described further in the following notes. The Company is currently in the process of evaluating Marel’s accounting policies and converting Marel’s financials to GAAP. As a result of that review, additional differences could be identified between the accounting policies of the two companies that could have a material impact on the unaudited pro forma condensed combined financial information.

The Transaction will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805. The Company has been deemed the acquirer for accounting purposes and has therefore estimated the fair value of Marel’s assets acquired and liabilities assumed using the fair value concepts defined in ASC 820, Fair Value Measurement. In identifying the Company as the acquiring entity, management reviewed the proposed composition of the combined company’s board of directors, a majority of whom are existing directors of the Company, the entity issuing the shares and cash to be used as Transaction consideration, the designation of the Company’s President and Chief Executive Officer as the Chief Executive Officer of the combined company, as well as the fact that the Company’s existing shareholders prior to the consummation of the Transaction own the majority of the combined company following the completion of the Transaction.

Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of the Transaction consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate Transaction consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate Transaction consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed in the Transaction could differ materially from the preliminary allocation of aggregate Transaction consideration. The final valuation will be based on the actual net tangible and intangible assets of Marel existing at the acquisition date.

The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the Transaction or any acquisition and integration costs that may be incurred. Management is not aware of any material transactions between the Company and Marel during the periods presented. Accordingly, adjustments to eliminate transactions between the Company and Marel have not been reflected in the unaudited pro forma condensed combined financial information.

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Note 2. Reclassifications

Marel’s historical balances were derived from Marel’s historical financial statements described above and are presented under IFRS and converted from Euro to U.S. dollars based on the historical exchange rates presented above in Note 1.

During the preparation of the unaudited pro forma condensed combined financial information, the Company performed a preliminary review of Marel’s financial information to identify differences in financial statement presentation as compared to the presentation of the Company. Based on the information currently available, certain reclassifications have been made to Marel’s historical financial statements to conform to the Company’s presentation. Upon finalization of the review of Marel’s financial statements, further differences may be identified that may result in additional reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

Refer to the table below for a preliminary reconciliation of the historical financial information of Marel to the Company’s presentation:

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Note 3. IFRS to GAAP and Policy Adjustments

The historical consolidated financial information of Marel has been converted from IFRS to GAAP, applying the Company’s GAAP accounting policies.

Based on a preliminary review performed by the Company of Marel’s financial information, the following adjustments have been made to reflect Marel’s historical consolidated statement of financial position and consolidated income statement on a GAAP basis for the purposes of the unaudited pro forma condensed combined financial information. At this time, the Company is not aware of any accounting policy differences that would have a material impact on the pro forma condensed combined financial information that are not reflected in the pro forma adjustments. Following the transaction, the Company will finalize the review of accounting policies and IFRS to GAAP adjustments, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

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Note 4. Preliminary Purchase Price Allocation

The total preliminary Transaction consideration has been allocated to Marel’s assets and liabilities based upon management’s preliminary estimate of their fair values as if the Transaction had been consummated on September 30, 2024. For purposes of the unaudited pro forma condensed combined financial information only, the valuation of the Transaction consideration uses the Company’s share price as of the Closing Date on January 2, 2025, of $124.94 per share. This represents the Company’s lowest trading price on the acquisition date, which is consistent with the Company’s accounting policy for determining the fair value of equity consideration exchanged in an acquisition.

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Marel Shareholders who validly tendered their Marel shares were able to elect to receive, in exchange for each Marel share, (i) EUR 3.60 in cash, (ii) EUR 1.26 in cash and 0.0265 shares of JBT Marel, or (iii) 0.0407 shares of JBT Marel, subject to a proration feature. Marel Shareholders elected to receive more shares of JBT Marel than were available. Therefore, as a result of the application of the proration feature, Marel Shareholders who elected to receive (i) EUR 3.60 in cash received, in exchange for each Marel share, EUR 3.60 in cash, (ii) EUR 1.26 in cash and 0.0265 shares of JBT Marel received, in exchange for each Marel share, EUR 1.26 in cash and 0.0265 shares of JBT Marel and (iii) 0.0407 shares of JBT Marel received, in exchange for each Marel share, EUR 1.2073635 in cash and 0.0270961 shares of JBT Marel. In the aggregate, at settlement of the Offer, Marel Shareholders received approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel.

The following table summarizes the components of the preliminary estimated Transaction Consideration:

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The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by the Company in the Transaction, reconciled to the estimated Transaction consideration:

The fair value of assets and liabilities of Marel above have been measured based on various preliminary estimates using assumptions that Company management believes are reasonable and are based on currently available information. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Marel, the Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. Income-based, market-based, and/or cost-based valuation approaches using preliminary information were compared against benchmarking information to conclude upon a preliminary estimate of fair values. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon this preliminary estimate of fair values. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. The final determination of the purchase price allocation, will be based on Marel’s assets acquired and liabilities assumed as of the Closing Date and will depend on certain valuations and other studies that are not yet completed.

The Company expects to use widely accepted income-based, market-based and/or cost-based valuation approaches upon finalization of purchase accounting for the Transaction. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates used to prepare the unaudited pro forma condensed combined financial information and could have a material impact on the combined company’s future results of operations and financial position.

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Note 5. Transaction Accounting Adjustments

The determination of transaction-related adjustments presented herein are preliminary and based in part on Company management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed. The adjustments have been prepared to illustrate the estimated effect of the Transaction. Amounts recognized following the consummation of the Transaction may differ significantly based upon finalization of the fair values of assets acquired and useful lives thereon for the purpose of periodic depreciation, amortization and other expenses recognized in those subsequent periods.

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Unaudited Pro Forma Condensed Combined Balance Sheet

The change in cash and cash equivalents was determined as follows:

Represents an adjustment to increase the carrying value of Marel’s inventories by approximately $35.0 million to adjust to its preliminary estimated fair value. This estimated step-up is preliminary and is subject to change based upon a final determination of the fair value of the inventories as of the Closing Date. This step-up will be expensed to cost of products as the acquired inventory is sold, which is expected to occur within 12 months of the Closing Date. See Note 5(i).

Represents an adjustment to eliminate Marel’s historical property, plant and equipment and to reflect the acquired property, plant and equipment at the estimated fair value of $495.0 million. The fair value was estimated using a cost approach based on the net book value of each asset class adjusted for (i) the current market replacement cost and (ii) the physical and technology attributes of the property, plant and equipment.

The following table summarizes the estimated fair values and useful life by asset class: