24 Feb 2025
Prosus to acquire Just Eat Takeaway.com for €4.1bn
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000325783
(Naspers or the Company)
PROSUS TO ACQUIRE JUST EAT TAKEAWAY.COM, TO CREATE A EUROPEAN FOOD DELIVERY CHAMPION
Shareholders are hereby advised that today Prosus N.V. (Prosus, and together with its subsidiaries, the Prosus Group) (which is majority-owned by Naspers) has announced that its affiliate, MIH Bidco Holdings B.V. (MIH Bidco), has entered into a conditional agreement with Just Eat Takewaway.com N.V. (Just Eat Takeaway.com) in connection with the proposed implementation of the Offer (as defined below) (the Merger Agreement). The Merger Agreement contains covenants, warranties, and undertakings by the parties customary for transactions of this nature.
- Pursuant to the Merger Agreement, MIH Bidco will offer to acquire the entire issued and outstanding shares in Just Eat Takeaway.com (other than the ordinary shares held by Just Eat Takeaway.com in its own capital) for an all-cash offer of €20.30 (cum dividend) per share (the Offer). The aggregate consideration for the Offer values 100% of the issued and outstanding ordinary shares in Just Eat Takeway.com at approximately €4.1billion (the Offer Consideration).
- The Offer Consideration at €20.30 per share represents a 49% premium over Just Eat Takeaway.com’s 3-month VWAP (volume weighted average price) as of 21 February 2025, and a 22% premium over the 3-month highest closing price.
- The Offer Consideration will be funded through cash resources available to the Prosus Group.
- The Offer is subject to the requisite regulatory approvals and approval of the shareholders of Just Eat Takeaway.com and has been unanimously recommended by Just Eat Takeaway.com’s management board and supervisory board.
Transaction Rationale
Acquiring Just Eat Takeaway.com provides a unique opportunity to extend the leadership of a strong European food delivery platform, complementing Prosus’s existing food delivery footprint outside of Europe.
Just Eat Takeaway.com has a strong understanding and connection to its customer base and has developed some of the most loved food delivery brands in Europe. It is a market leader within its core markets of the United Kingdom, Germany and The Netherlands, where it is profitable, cash-generative and has considerable growth potential, which Prosus intends to build upon.
Prosus is a leading global food delivery investor and operator, with a proven track record in successfully scaling ecommerce platforms. It is well-positioned to invest in and accelerate growth at Just Eat Takeaway.com to unlock value beyond its standalone potential as a listed business. Prosus’s highly effective growth strategy at iFood provides a ready guide to transform Just Eat Takeaway.com’s growth path through renewed focus across tech, product features, demand generation, offer quality and service.
The transaction provides an opportunity to couple Prosus’s investment expertise, tech capabilities and innovation mindset, with Just Eat Takeaway.com’s brand strength and solid fundamentals.
Just Eat Takeaway.com overview
Just Eat Takeaway.com operates in 17 international markets, with leading positions in the majority of its markets. Across its markets, it connects approximately 61 million customers with over 356,000 local partners. As one of Europe’s most recognised food delivery brands, Just Eat Takeaway.com has strong brand awareness in most of its markets. During the financial year ended 31 December 2024, it generated €26.3 billion in GTV (€18.9 billion excl. Grubhub) and delivered an adjusted EBITDA of €460 million (€313 million excl. Grubhub).
The issued ordinary shares in Just Eat Takeaway.com are admitted to listing and trading on Euronext Amsterdam (AMS: TKWY). Just Eat Takeaway.com is included in the AMX Index on Euronext Amsterdam. The parties intend to terminate the listing of Just Eat Takeaway on Euronext Amsterdam as soon as possible after settlement of the Offer.
Details of the Offer
The completion of the Offer is subject to customary pre-offer and offer terms and conditions for a take-private of a Dutch listed company which are set out in the Merger Agreement and include, inter alia, customary conditions to launching the Offer, including approval of the offer memorandum by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM), required regulatory clearances in relevant jurisdictions, achieving a minimum acceptance threshold of 95% of the issued ordinary shares of Just Eat Takeaway.com, and other customary terms and conditions for a transaction of this nature such as termination fees that apply in the event where the Merger Agreement terminates due to an adverse board recommendation change or failure to obtain regulatory clearances.
The Offer is expected to become effective when all the conditions contained in the Merger Agreement are fulfilled or waived, as applicable.
As at 31 December 2024, being the latest financial year end for Just Eat Takeaway.com, the net asset value of the Just Eat Takeaway.com group was €4.4 billion, and losses attributable to the Just Eat Takeaway.com group was €1.6 billion (€490 million excl. Grubhub).
For further information on the Offer and Offer-related arrangements (including post-closing arrangements in the event where Bidco holds less than 95% of the issued ordinary shares of Just Eat Takeaway.com following settlement of the Offer), shareholders are referred to the joint press release by Bidco and Just Eat Takeaway.com published and released on SENS by Prosus today, 24 February 2025.
CAPE TOWN
24 February 2025
Sponsor: Investec Bank Limited
Enquiries
| Investor Enquiries Eoin Ryan, Head of Investor Relations |
+1 347-210-4305 |
| Media Enquiries Charlie Pemberton, Communications Director |
+31 6 15494359 |
| Media Enquiries Sibusiso Tshabalala, Head of Communications, South Africa |
+27 81 431 4855 |
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam, and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce companies. These include Takealot, Mr D Food, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.
For more information, please visit www.naspers.com.
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa’s unemployed youth into economic activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.
Disclaimer
The Repurchase Programme is being conducted in accordance with Articles 5(1) and 5(3) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“Market Abuse Regulation”) and Articles 2 to 4 of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the “Delegated Regulation”). This document is issued in connection with the disclosure and reporting obligation set out in Article 2(1) of the Delegated Regulation.
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Prosus’s intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any other person that they will do so, except to the extent required by law.