Takeaway.com orders Just Eat

October 2019 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

October 2019 Issue

Dutch food delivery firm Takeaway.com has agreed to acquire Just Eat in a $10.1bn deal.

The merger, should it be approved by the companies’ boards and shareholders, is expected to close by the end of 2019.

The deal will see Just Eat investors receive 0.09744 Takeaway.com shares for each Just Eat share held, implying a value of 731 pence per Just Eat share, a 15 percent premium to their closing price on Friday 26 July, the last day of trading before the deal was announced. The merger is expected to lead to $22.2m in cost savings after four years, with around half of that amount expected in the first year.

Just Eat shareholders will own 52.2 percent of the combined group, which had 360 million orders worth €7.3bn in 2018. Upon completion of the deal, it is intended that Mike Evans, currently the chairman of Just Eat, will assume the role of chairman of the supervisory board of the combined group. Jitse Groen, currently chief executive of Takeaway.com, will assume the role of CEO of the combined company.

For US activist investor Cat Rock, which has holdings of about 2.5 percent in Just Eat and about 4 percent in Takeaway.com, and has been pushing Just Eat to merge with a rival, the deal is a notable victory. “The proposed transaction is excellent news for Just Eat shareholders,” said Alex Captain, founder and managing partner at Cat Rock. “We support the board’s work in evaluating and consummating a transaction that maximises long-term shareholder value over the coming weeks.”

“The Combination of Just Eat and Takeaway.com creates one of the world’s largest and most powerful food delivery websites,” said Mr Groen. “It will become a formidable company that will make an impact on tens of millions of consumers across the globe; it will be at the forefront of product and tech development in the sector, and it will lead the way in its relationship with its consumers, restaurant partners, its staff, and its delivery drivers. It is a dreamed combination, created by the sector’s dream team, and I can only be grateful for the opportunity of leading it.”

“The Board believes that this is a compelling offer for Just Eat shareholders which will create a global leader in a dynamic and rapidly growing sector,” said Mr Evans. “Our businesses have a shared philosophy and culture, and together we will create one of the world’s largest online food delivery platforms with leading positions in key markets. With a significant commitment to the UK and to the employees of Just Eat, we believe the new combination and proven leadership team will allow us to better serve our millions of consumers and thousands of restaurant partners around the world. Just Eat will be a driving force in the creation of an exciting global leader and I am looking forward to working with Jitse and the talented Takeaway.com team to seize this opportunity together.”

The combined group will be incorporated, headquartered and domiciled in the Netherlands, with a listing on the London Stock Exchange. The company will maintain a significant part of its operations in the UK and will be known as Just Eat Takeaway.com.

The merger will create one of the largest food delivery companies, with scale, strategic vision, industry-leading capabilities, leading positions in attractive markets and a diversified geographic presence.

Takeaway.com has been active in the increasingly competitive food delivery industry of late, amid increasing competition from Uber Eats and others. Earlier this year, the company paid €930m for the German operations of Delivery Hero. Takeaway.com says it is the leading food deliverer in continental Europe with operations in the Netherlands, Germany, Poland, Belgium, Austria, Israel, Switzerland, Luxembourg, Portugal, Bulgaria and Romania. The merger would put the company in a strong position in many of the world’s largest food delivery markets, including the UK, Germany, the Netherlands and Canada.

Richard Summerfield