Wrap Text
Prosus to acquire Just Eat Takeaway.Com, to create a European food delivery champion
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 +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
Media Enquiries +27 81 431 4855
Sibusiso Tshabalala, Head of Communications,
South Africa
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.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for
securities in any jurisdiction.
Forward-looking statements
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.
Date: 24-02-2025 08:01:00
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information disseminated through SENS.
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