JUST EAT plc
20 December 2019
Just Eat plc
20 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Just Eat plc ("Just Eat")
Recommendation of final offer by Takeaway.com N.V. and rejection of final offer by Prosus N.V.
On 19 December 2019, Takeaway.com N.V. ("Takeaway.com") and Prosus N.V. ("Prosus") announced their final offers to acquire the entire issued and to be issued share capital of Just Eat.
The final offer by Takeaway.com (the "Final Takeaway.com Offer")
Under the Final Takeaway.com Offer, Just Eat shareholders will receive 0.12111 Takeaway.com shares for each Just Eat share and will own approximately 57.5 per cent. of the share capital of the combined group with Takeaway.com shareholders owning approximately 42.5 per cent. of the share capital of the combined group. This offer is final and cannot be increased.
The Final Takeaway.com Offer represents:
-- an implied value for Just Eat of 916 pence per Just Eat share based on Takeaway.com's closing share price of EUR88.90 on 18 December 2019, the last day prior to the announcement of the Final Takeaway.com Offer;
-- based on this implied value, a premium of 44 per cent. to Just Eat's closing share price on 26 July 2019 (being the last business day before 26 July 2019, the date on which Takeaway.com and Just Eat announced a possible all-share combination); and
-- an improvement of 25 per cent. over the value implied by the terms of the all-share combination of Takeaway.com and Just Eat announced on 5 August 2019.
The Board of Just Eat notes that Takeaway.com has announced that it has now received valid acceptances of and further commitments to accept the Final Takeaway.com Offer in respect of 314.641,871 Just Eat shares, representing approximately 46.07 per cent. of the existing issued and to be issued share capital of Just Eat. Takeaway.com has also announced that it has reduced the level of acceptances required to satisfy the Final Takeaway.com Offer to 50 per cent. plus one share of Just Eat shares.
The Final Takeaway.com Offer remains subject to the approval of Takeaway.com shareholders. Takeaway.com has confirmed that the required approval of Takeaway.com shareholders will be sought at the extraordinary general meeting convened for Thursday, 9 January 2020. Just Eat has received irrevocable undertakings from Takeaway.com Managing Directors and Gribhold, the personal holding company of Jitse Groen, to vote in favour of all the relevant resolutions in respect of 15,893,252 Takeaway.com shares, representing approximately 25.97 per cent. of the ordinary issued share capital of Takeaway.com.
The final offer by Prosus (the "Final Prosus Offer")
Under the Final Prosus Offer Just Eat shareholders will receive 800 pence per share in cash. This value represents:
-- a premium of 26 per cent. to Just Eat's closing share price on 26 July 2019 (being the last business day before the date on which Takeaway.com and Just Eat announced a possible all-share combination); and
-- an increase of approximately 19 per cent. to the value of the initial offer made by Prosus to the Board of Just Eat of 670 pence per share.
The Prosus Final Offer is final and cannot be increased.
Recommendation of the Board of Just Eat
Just Eat is a leading, strategic asset in the food delivery sector with attractive assets and prospects. As set out in its circular to Just Eat shareholders on 25 November 2019, the Board of Just Eat believes that Just Eat has:
-- leading market positions in a rapidly expanding sector with massive headroom;
-- built a unique hybrid model with world-class capabilities which has delivered proven result; and
-- a clear winning strategy which it can accelerate through increased investment.
The Board of Just Eat continues to believe that the combination of Just Eat with Takeaway.com:
-- represents an opportunity to create one of the leading online food delivery companies in the world with scale, strategic vision, industry-leading capabilities, leading positions in attractive markets and a diversified geographic presence;
-- creates the second largest food delivery player globally and the largest outside China and will be the market leader in 15 of the 23 countries where it operates;
-- gives Just Eat Shareholders exposure to the Netherlands and Germany, two high-quality markets which will further drive profitability and financial strength;
-- provides access to a proven founder-led management team, led by Jitse Groen, which has achieved significant success in our sector; and
-- enhances the Just Eat business and provides Just Eat shareholders with the opportunity to remain invested and benefit from the future upside.
The Board of Just Eat recognises that the Prosus Final Offer would provide immediate cash value to Just Eat shareholders.
Given the terms of the Final Takeaway.com Offer and the Final Prosus Offer (together the "Final Offers"), the Board of Just Eat, which has been so advised by Goldman Sachs, Oakley Advisory and UBS as to the financial terms of the Final Offers, considers the terms of the Final Offers to be fair and reasonable relative to the standalone value of Just Eat. In providing their financial advice to the Directors, Goldman Sachs, Oakley Advisory and UBS have taken into account the Directors' commercial assessments.
Taking into account all of the above, the Board of Just Eat continues to believe that the combination with Takeaway.com is based on a compelling strategic rationale that allows shareholders to participate in the upside potential of the enlarged group and, based on the Board of Just Eat's own analysis, that the Final Takeaway.com Offer will deliver greater value to Just Eat shareholders than the Final Prosus Offer.
Accordingly, the Board of Just Eat unanimously believes that Just Eat shareholders should accept the Final Takeaway.com Offer and reject the Final Prosus Offer.
The Board of Just Eat unanimously recommends that Just Eat shareholders take no action in relation to the Final Prosus Offer and neither accept through CREST nor return any Prosus Form of Acceptance.
Instead, the Board of Just Eat unanimously recommends that Just Eat shareholders accept the Final Takeaway.com Offer, either through CREST or by completing and returning your Takeaway.com Form of Acceptance for the Takeaway.com Combination. The closing date for the Final Takeaway.com Offer has been extended to 1.00 p.m. on Friday, 10 January 2020.
The Directors who have beneficial holdings of Just Eat shares have irrevocably undertaken to accept or procure acceptance of the Takeaway.com Offer in respect of their beneficial holdings totalling 660,486 Just Eat shares and share options (representing approximately 0.10 per cent. of Just Eat's issued share capital on 18 December 2019).
If any Just Eat shareholder has accepted the Final Prosus Offer, they should be aware that if the Final Prosus Offer has not become or been declared unconditional as to acceptances by 1.00 p.m. on 1 January 2020 they can withdraw their acceptance of the Final Prosus Offer.