Prosus Agrees To Acquire Just Eat Takeaway: 10 Points To Note

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1. Acquisition Agreement: Prosus has made a recommended all-cash offer of EUR 20.30 per share to acquire 100% of Just Eat Takeaway.com, valuing the company at approximately EUR 4.1 billion. This agreement signifies a major move in the European food delivery sector.

2. Strategic Rationale for Prosus: Prosus aims to establish a dominant European food delivery presence by acquiring Just Eat Takeaway.com. This acquisition complements their existing food delivery operations outside of Europe and allows them to significantly expand in a high-growth market.

3. Just Eat Takeaway.com's Strengths: Just Eat Takeaway.com is recognized for its strong market positions in key European markets, particularly in the UK, Germany, and the Netherlands. Prosus intends to leverage these strengths and the company's established brand recognition for further growth.

4. Prosus' Contribution: Prosus will provide Just Eat Takeaway.com with significant financial resources, technological expertise, and AI capabilities. This support is expected to accelerate the company's growth, enhance its operations, and improve customer and driver experiences.

5. Operational Continuity: Just Eat Takeaway.com will remain headquartered in Amsterdam and retain its existing name and key brands. Prosus has committed to maintaining operational continuity and supporting the company's current strategy.

6. Financial Terms and Premium: The offer of EUR 20.30 per share represents a substantial premium, 63% above the closing share price on February 21, 2025, and 49% above the 3-month volume-weighted average price (VWAP). This highlights the attractiveness of the deal to Just Eat Takeaway.com shareholders.

7. Board Support and Shareholder Commitments: The management and supervisory boards of Just Eat Takeaway.com have unanimously recommended the offer. Key board members, including CEO Jitse Groen, have committed to tendering their shares, representing approximately 8.1% of the company's shares.

8. Financing and Regulatory Approvals: Prosus will fund the acquisition entirely through its available cash reserves. The transaction is subject to customary conditions, including regulatory approvals, and is expected to be finalized by the end of 2025.

9. Non-Financial Covenants and Future Plans: Prosus has agreed to non-financial covenants, including maintaining the company's headquarters in Amsterdam, supporting its growth strategy, and ensuring employee retention. They also commit to not making material reductions in the workforce. Post aquisition, 2 members of the Just Eat Takeaway.com Supervisory Board will remain to ensure Prosus follows through on agreed upon covenants.

   
   

10. Post-Acquisition Structure and Delisting: Prosus intends to acquire 100% of Just Eat Takeaway.com and delist it from Euronext Amsterdam. If Prosus acquires at least 95% of the shares, it will initiate a statutory squeeze-out. If they reach at least 80%, they will initiate an asset sale and liquidation.