Takeaway.com wins takeover battle for Just Eat

Takeaway. com has beaten Naspers in its months-long battle for Just Eat, after winning the backing of shareholders in the London-based food ordering pioneer for its £6 billion (€7 billion) takeover.

Investors holding stock worth more than 80 per cent of Just Eat had accepted Takeaway.com's all-share offer, which had been raised in late December in response to a sweetened counterbid from Naspers' international dealmaking unit, Prosus.

Just Eat shareholders roundly rejected Prosus’ 800p-a-share offer, with holders owning just 0.02 per cent of the company accepting the £5.5 billion all-cash deal before it lapsed on Friday.

Habits

The enlarged company – to be called Just Eat Takeaway.com when the deal closes in the coming weeks will become one of the world’s largest players in what some investors see as a once-in-a-generation shift in consumers’ eating habits.

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However, with many companies turning to heavy discounting to win market share, the food delivery business has quickly become a capital-intensive battle. The enlarged Just Eat faces competition around the world not only from Prosus, which has also backed iFood in Brazil and Swiggy in India, but also Uber’s Eats unit, SoftBank-backed DoorDash and London-based Deliveroo.

Jitse Groen, Takeaway.com’s founder and chief executive who is set to lead the new combination, said he was “thrilled” by Friday’s result.

“I wish to thank everybody involved, but especially the Just Eat staff for their patience, in what must have been an uncertain time,” he said. “Just Eat Takeaway.com is a dream combination and I am very much looking forward to leading the company for many years to come.”

Investors in Just Eat had until 1pm on Friday to decide between Takeaway.com’s all-stock merger offer and Prosus’ all-cash deal.

Amsterdam-based Takeaway.com’s shareholders approved the plan on Thursday.

After Takeaway.com and Just Eat initially agreed a merger in August, Prosus attempted to gatecrash the deal in October with a 710p cash bid. Its subsequent offers of 740p and 800p, the last of which was worth £5.5bn, were both rejected by Just Eat’s board.

Blow

Being so comprehensively rebuffed by Just Eat and its shareholders will come as a blow to Prosus in what would have been its biggest deal since it was listed by South Africa-based Naspers last year.

After September’s initial public offering, it became Europe’s biggest publicly listed consumer internet group, with a market capitalisation of more than €110bn, positioning it as a rival to SoftBank’s Vision Fund in multibillion-dollar tech dealmaking.

Still, Prosus’ shares have risen by more than 18 per cent since the company first raised its offer in early December, including a 3 per cent rise on Friday afternoon to €71.91.

Bob van Dijk, Prosus’ chief executive, defended his tactics and insisted that Just Eat would still require “significant investment” to remain competitive against Uber Eats and Deliveroo.

“We have an outstanding track record of executing M&A at the right price for our shareholders and of generating strong returns,” he said. “Just Eat is not an acquisition we wanted to make at any cost and while we have significant financial capacity, we believe that our final offer of 800p per share was appropriate in light of the investment required and preserved our ability to create value for our shareholders.”

Copyright The Financial Times Limited 2020