Cash Offer for Just Eat plc by Prosus N.V. Through Its Wholly-Owned Indirect Subsidiary MIH Food Delivery Holdings B.V. = Publication of Offer Document

HOOFDDORP, Netherlands–(BUSINESS WIRE)–NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Further to the announcement by Prosus N.V. (“Prosus”) (Euronext Amsterdam: PRX; JSE: PRX) (Prosus) on 22 October 2019 relating to the offer by its wholly-owned indirect subsidiary MIH Food Delivery Holdings B.V. (MIH) to acquire the entire issued and to be issued share capital of Just Eat plc (Just Eat) (the Offer), Prosus announces that the offer document containing full terms and conditions of the Offer and the procedures for its acceptance (the Offer Document) is being published and posted to the shareholders of Just Eat today, together with, in the case of Just Eat Shareholders holding Just Eat Shares in certificated form, the related Form of Acceptance to accept the offer. The Offer Document will also be published on Prosus’s website at www.prosus.com/investors/justeat. The Offer is subject to the terms and conditions set out in the Offer Document and the Form of Acceptance.

MIH has also reduced the level of acceptances required to satisfy the Acceptance Condition to 75 per cent. of the Just Eat Shares.

Just Eat Shareholders are urged to accept the Offer as soon as possible and, in any event, by no later than the First Closing Date, being 1.00 p.m. (London time) on 11 December 2019.

The procedure for acceptance of the Offer is set out in paragraph 15 of Section 1 and in Parts D and E of Section 2 of the Offer Document and, in respect of certificated Just Eat Shares, as further described in the Form of Acceptance accompanying the Offer Document.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare, on 0370 707 1066, (if calling within the UK) or on +44 370 707 1066 (if calling from outside the UK). Lines are open Monday to Friday 8.30 a.m. to 5.30 p.m. (London time).

KEY BENEFITS OF MIH’S CASH OFFER

The following is a summary of the key benefits of MIH’s cash offer for the entire issued and to be issued ordinary share capital of Just Eat.

  • Under the terms of the Offer, Just Eat Shareholders will be entitled to receive:

710 pence in cash for each Just Eat Share

  • The terms of the Offer value the entire issued and to be issued ordinary share capital of Just Eat at approximately £4.9 billion and represent a premium of approximately:

    • 20 per cent. to the value of the Takeaway.com Offer of 594 pence per Just Eat Share based on Takeaway.com’s Closing Price of €71.00 on 21 October 2019 (being the last Business Day before the date of the Announcement);
    • 20 per cent. to the Closing Price of 589 pence per Just Eat Share on 21 October 2019 (being the last Business Day before the date of the Announcement); and
    • 12 per cent. to the Closing Price of 636 pence per Just Eat Share on 26 July 2019 (being the last Business Day before the commencement of the Offer Period).
  • Since the start of the Offer Period the High-Growth Internet Sector has fallen 23.7 per cent. The Takeaway.com share price has fallen 12.4 per cent. during this period. Against this backdrop, continued market volatility and macro-economic uncertainty, the Offer provides Just Eat Shareholders with compelling and certain cash value at a premium to the Takeaway.com Offer.
  • MIH has reduced the level of acceptances required to satisfy the Acceptance Condition to 75 per cent. of the Just Eat Shares.

Overview of rationale for the Offer

  • Prosus believes that the Offer is attractive and fair for a business that requires substantial investment to defend its position and capitalise on its long-term opportunity.

    • Since its inception, Just Eat has attained leading positions in many of the markets within its footprint, and has for a number of years demonstrated profitable growth driven largely by its best-in-class marketplace model.
    • In recent years, Just Eat’s share price has come under pressure reflecting weakening operational and financial performance, most recently highlighted by Just Eat’s Q3 Trading Update. Prosus believes that this is a result of Just Eat underinvesting to adapt to consumer expectations, which has opened the door for well-funded own-delivery challengers (e.g. Deliveroo, Uber Eats) and allowed them to rapidly gain market share in Just Eat’s core markets.
    • Prosus believes that Just Eat requires substantial investment in product, technology, marketing and own-delivery capabilities to shift to an own-delivery focused hybrid model (i.e. own-delivery and marketplace), protect its market position and capitalise on its long-term opportunity. Prosus believes that financial markets1 are underestimating the urgency of the requirement for and the scale of this transformation and its likely financial impact on Just Eat. These risks to Just Eat Shareholders were highlighted in a similar context in the US by Grubhub, which Prosus believes faces similar challenges from well-funded own-delivery challengers and changing consumer behaviour, when Grubhub’s share price declined 43 per cent. in a single day following the release of Grubhub’s Q3 trading update on 28 October 2019.
  • Prosus believes that the proposed combination with Takeaway.com will not fully or effectively address the challenges Just Eat is facing.

    • Takeaway.com executives have consistently expressed pessimism about the merits of the own-delivery business model. Takeaway.com’s own-delivery proposition Scoober represented less than five per cent. of Takeaway.com’s reported total orders in the first half of 2019.
    • Takeaway.com’s valuation was near an all-time high when it made its offer for Just Eat, with Takeaway.com trading at the highest multiples amongst its peers.2 Prosus believes that the use of highly valued shares to acquire a business facing significant competitive challenges presents significant downside risk for Just Eat Shareholders.
  • Prosus, with its global experience and own-delivery expertise, is best positioned to assist Just Eat and its management in the next phase of its development.

    • Prosus is one of the leading global operators and investors in the Online Food Delivery Sector, having invested approximately US$2.8 billion in the sector since FY16 to build a portfolio of leading Food Delivery businesses.
    • Having identified early the strategic need to invest in own-delivery capabilities, Prosus has a long and successful track record of investing in and building out market-leading hybrid and own-delivery businesses in some of the largest Food Delivery markets globally.
    • Prosus has a long-standing track record of partnering with existing leadership teams to successfully build and scale businesses. Prosus has focused on the long-term success of its portfolio companies, supporting them with the investment required to compete effectively.
    • Prosus and Just Eat are partners in Brazil today through their iFood joint venture and both companies and their management teams have worked in close collaboration and built a long-standing relationship as co-investors in the business. Given the successful track record and momentum of iFood, the proposed transaction is the logical next step in the relationship between the two companies.
  • The Offer is an important step towards achieving Prosus’s ambition to build the world’s leading Food Delivery business. Through this proposed acquisition, Prosus will back Just Eat’s management team and employees and support the next phase of Just Eat’s development. Prosus has the conviction and financial resources to invest in Just Eat’s product, technology, marketing and own-delivery capabilities and help Just Eat achieve its long-term potential, whilst also targeting an appropriate risk adjusted return on invested capital for Prosus shareholders.

Capitalised terms in this Announcement, unless otherwise defined, have the same meanings as set out in the Offer Document (as defined below).

Allen & Overy LLP is retained as legal adviser to Prosus and MIH.

JSE Sponsor: Investec Bank Limited

Important notice related to financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove) and which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Prosus and MIH and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and shall not be responsible to anyone other than Prosus or MIH for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Offer or any matter referred to in this Announcement. Neither J.P. Morgan Cazenove nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in connection with this Announcement, any statement contained herein, the Offer or otherwise.

Morgan Stanley & Co. International plc (Morgan Stanley), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Prosus and MIH and no one else in connection with the matters set out in this Offer Document. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this Offer Document or any other matter referred to herein.

Further information

This Announcement is provided for information purposes only. It is not intended to and does not constitute or form part of, an offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws.

The Offer is subject to English law and to the applicable requirements of the City Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.

The Offer is being implemented solely pursuant to the terms of the Offer Document (or, in the event that the Offer is to be implemented by means of a Scheme, the Scheme Document), which, together with the Form of Acceptance (in the case of certificated Just Eat Shares), contains the full terms and conditions of the Offer, including details of how to accept the Offer. Just Eat Shareholders are advised to read the Offer Document (including the related Form of Acceptance) (and/or, in the event that the Offer is to be implemented by way of a Scheme, the Scheme Document) in full as it contains important information in relation to the Offer. Any decision in respect of the Offer or other response in relation to the Offer, by Just Eat Shareholders should be made only on the basis of the information contained in those documents (and/or, in the event that the Offer is to be implemented by way of a Scheme, the Scheme Document). Just Eat Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas shareholders

The release, publication or distribution of this Announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than England and Wales and the Netherlands may be restricted by law and regulation and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom and the Netherlands should inform themselves about and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or the Netherlands, or who are subject to the laws of another jurisdiction, to participate in the Offer or to accept or procure the acceptance of the Offer, may be affected by the laws of the relevant jurisdictions in which they are located. Just Eat Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to comply with such requirements may constitute a violation of the laws and/or regulation of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Offer disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law and the City Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales and/or the Netherlands.

The receipt of cash pursuant to the Offer by Just Eat Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Just Eat Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Offer applicable to him.

Unless otherwise determined by MIH or required by the City Code, and permitted by applicable law and regulation, the Offer is not being made and will not be made available directly or indirectly in, into or from or by any use, means, instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or where to do so would violate the laws of that jurisdiction. No person may accept or procure the acceptance of the Offer by any use, means, instrumentality of, or from within, any Restricted Jurisdiction or where to do so would violate the laws of that jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or, from or within a Restricted Jurisdiction or any other jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction. If the Offer is implemented by way of a Scheme (unless otherwise permitted by applicable law and regulation), no person may vote in favour of the Scheme by any use, means, instrumentality or form and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction or any other jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction.

Further details in relation to Just Eat Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside England and Wales will be contained in the Offer Document.

Notice to US investors

The Offer is being made to Just Eat Shareholders resident in the United States in reliance on, and compliance with, the applicable US tender offer rules, including Section 14(e) of the Exchange Act, and Regulation 14E thereunder. The Offer is being made in the United States by MIH and no one else.

The Offer relates to the shares of a UK incorporated company and is subject to disclosure and other procedural requirements, which are different from certain United States disclosure and procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, MIH, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Just Eat other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance (or, if the Offer is implemented by way of a Scheme, until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn). If such purchases or arrangements to purchase were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the Unites States, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. In addition, in accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, J.P. Morgan Cazenove and Morgan Stanley & Co. International plc and their affiliates may continue to act as exempt principal traders in Just Eat Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and the United States, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, it will also be publicly disclosed in the United States.

Financial information included in this Announcement and the Offer Document has been prepared in accordance with accounting standards applicable in the UK and the Netherlands, as applicable, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its Just Eat Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as non-US and other, tax laws. Each Just Eat Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim arising out of the US federal securities laws, since Just Eat is incorporated under the laws of England and Wales. Prosus and MIH are organised under the laws of the Netherlands and the majority of the officers and directors of Just Eat, Prosus and MIH are residents of countries other than the United States. It may not be possible to sue Prosus, MIH or Just Eat, or any of their respective directors, officers or affiliates, in a non-US court for violations of US securities laws. It may be difficult to compel Prosus, MIH, Just Eat and their respective directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a US court.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Forward looking statements

This Announcement contains certain statements that are or may be forward looking statements, including with respect to the Offer. Forward-looking statements are prospective in nature and are not based on current or historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, forward looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “is expected”, “objective”, “outlook”, ”risk”, “seeks”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “will look to”, “budget”, “strategy”, “would look to”, “scheduled”, “goal”, “prepares”, “forecasts”, “cost-saving”, “is subject to”, “synergy”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, “probably” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement.

Contacts

Enquiries:

Investor Enquiries

Eoin Ryan, Head of Investor Relations

+1 347 210 4305

Media Enquiries

Sarah Ryan, International Media Relations

Finsbury (PR adviser to Prosus)

+44 207 251 3801

J.P. Morgan Cazenove (Financial adviser to Prosus and MIH)

Charles Harman

Barry Weir

Bill Hutchings

James Robinson

Chris Wood

+44 20 7742 4000

Morgan Stanley & Co International plc (Financial adviser to Prosus and MIH)

Mark Rawlinson

Gergely Voros

Enrique Perez-Hernandez

Laurence Hopkins

Ben Grindley

+44 207 425 8000

Finsbury (PR adviser to Prosus)

Rollo Head

Guy Lamming

+44 207 251 3801

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