Takeaway walks away with Just Eat in $8 billion buyout

13 Jan 2020


Online food ordering company Takeaway.com has won the battle for Britain’s Just Eat with a 6.2 billion pound ($8 billion) share offer that will create one of the world’s leading meal delivery companies.

Netherlands-based Takeaway.com said it has received valid acceptances in respect of 549,231,901 Just Eat shares, representing approximately 80.4 per cent of the share capital of Just Eat, which is more than the 50 per cent threshold needed to make the offer unconditional.
The offer, however, remains open until further notice with a further update declaring the offer wholly unconditional and the timing of settlement, expected by no later than 31 January 2020.
“I am thrilled,” Takeaway CEO and founder Jitse Groen said in a statement.
“Just Eat Takeaway.com is a dream combination and I am very much looking forward to leading the company for many years to come.”
Takeaway’s bid was worth 906 pence per share at Friday’s close. That trumped a rival 800 pence cash bid from tech investment giant Prosus (PRX.AS).
A statement from Prosus CEO Bob van Dijk thanked Just Eat’s board and said his company’s final offer had been “appropriate in light of the investment required” to make Just Eat competitive.
“We have been clear throughout that we would remain disciplined in how we allocate our capital and the price that we would offer,” he said.
The merged company, which will be led by Takeaway CEO Groen, will have its headquarters in Amsterdam and a listing in London, with 23 subsidiaries mostly in Europe and also in Canada, Australia and Latin America.
Takeaway says the combination will handle orders worth more than the combined orders of rivals, including GrubHub, Delivery Hero and Uber Eats in a market where China’s Meituan is the largest player by volume.
While ending a colourful takeover battle, Takeaway’s victory starts the difficult task of integrating Just Eat.
As an indication, Takeaway has said the combined company would have had sales of 1.21 billion euros and a loss of 43 million euros on a pro-forma basis in 2018, though both have registered strong sales growth in 2019.
Takeaway says the combination will achieve annual cost savings of about 20 million euros from centralising orders on its platform, unifying brands and improving procurement.
Meanwhile rival Prosus NV’s final increased offer through its wholly-owned indirect subsidiary MIH Food Delivery Holdings BV (MIH) to acquire the entire issued and to be issued share capital of Just Eat plc lapsed at 1.00 pm (London time) on 10 January 2020 (being the closing date of the Final Increased Offer), 
Prosus had received valid acceptances of the final Increased offer in respect of 158,037 Just Eat shares, representing approximately 0.02 per cent of the issued share capital of Just Eat. MIH does not own any Just Eat Shares. As such, the acceptance condition has not been satisfied and the final increased offer has now lapsed.
As the final increased offer has lapsed, it is no longer open to acceptances and any accepting Just Eat shareholders cease to be bound by their acceptances.
Prosus, which has investments in delivery services around the globe, including in Germany-based Delivery Hero, may eventually wind up with a consolation prize.
As part of merger plans, Takeaway has said it is likely to sell Just Eat’s 33% stake in iFood, Latin America’s biggest food site, including its strong Brazilian subsidiary. Prosus controls iFood.

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