Prosus presses on with hostile offer for Just Eat

Prosus presses on with hostile offer for Just Eat

Prosus N.V, the Amsterdam listed investment company owned by Naspers Limited, published the offer document on 11 November 2019 in its hostile cash bid for Just Eat. In the offer document, Prosus stated that ‘the proposed combination with Takeaway.com will not fully or effectively address the challenges Just Eat is facing’ suggesting that ‘with its global experience and own-delivery expertise, [Prosus] is best positioned to assist Just Eat and its management in the next phase of its development.’ For more detail, see our news story: Just Eat might be removed from Takeaway menu.

Just Eat responded that it continues to believe that the merger with Takeaway is based on a compelling strategic rationale which will deliver a number of strategic benefits and create value, which the Prosus offer fails to do. The company issued a statement that Prosus’ £4.9 billion cash offer continues to undervalue Just Eat and that shareholders should take no further action, advising that the best course of action was to continue to support the merger with Takeaway.NV.

Meanwhile, Takeaway issued a statement acknowledging Prosus’ announcement. CEO Jitse Groen said that Given the circumstances, I can fully understand that the current cash values of both our and the competing offer aren't particularly appealing to the Just Eat shareholders, and seem to be quite far removed from the fair value of Just Eat’. Mr Groen went on to affirm the strategic rationale for the merger, noting that the Takeaway already operates in two of the four major profit pools in the world. The merger with Just Eat would make this three out of four and ensure profit for the combined group where many online food delivery businesses are making a loss. Takeaway have recently published a presentation setting out the strategic rationale and benefits to the all-share combination of the groups.

Following Groen’s statement, the company issued an announcement on 13 November 2019 in response to a Reuters article suggesting that Takeaway did not intend to increase their bid. Takeaway confirmed that Mr Groen did not state the Takeaway offer will not be changed and did not indicate levels of shareholder support for the merger.

 As of the date of this article, Takeaway’s share price is €79.56, down from €83.50 on 29 July 2019 when it first announced a possible offer for Just Eat.

Market Tracker will continue to monitor these transactions as they develop.

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