Cash Offer for Just Eat plc by Prosus N.V. Through Its Wholly-owned Indirect Subsidiary MIH Food Delivery Holdings B.V.
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
HOOFDDORP, Netherlands–(BUSINESS WIRE)–Summary
- Prosus N.V. (JSE: PRX; Euronext Amsterdam; PRX): the board of Prosus N.V. (Prosus) announces the terms of a cash offer pursuant to which its wholly-owned subsidiary MIH Food Delivery Holdings B.V. (MIH) shall offer to acquire the entire issued and to be issued ordinary share capital of Just Eat plc (Just Eat) (the Offer).
- Prosus has recently approached the board of directors of Just Eat with a number of indicative proposals to acquire Just Eat. Prosus and the Just Eat board have not managed to reach agreement. Consequently, Prosus is making this announcement in order to give Just Eat Shareholders the opportunity to consider the Offer.
- 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 on 21 October 2019 (being the last Business Day before the date of this Announcement) of €71.00;
- 20 per cent. to the Closing Price of 589 pence per Just Eat Share on 21 October 2019 (being the last Business Day before date of this 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).
Background to and reasons for the Offer
- Having had access to, and reviewed, certain due diligence information made available by Just Eat in accordance with the City Code, Prosus believes that the terms of its all-cash Offer provide certainty and compelling value for Just Eat Shareholders. Since the start of the Offer Period the High Growth Internet Sector and Online Food Delivery Sector have fallen 16.9 per cent. and 15.0 per cent. respectively. The Takeaway.com Share Price has fallen 15.0 per cent. during this period. Against this backdrop, continued market volatility and macro-economic uncertainty, the Prosus Offer provides Just Eat Shareholders the certainty of an all-cash Offer.
- Just Eat operates a global marketplace for food delivery operating across 13 markets. Just Eat has leading market positions in many of these markets, with a history of profitable growth driven largely by its best in class marketplace model. We understand that Just Eat management considers growing its own delivery proposition an important part of their strategy for the business.
- Based on Prosus’s global experience and having met Just Eat management and reviewed the information provided, Prosus believes that the business will require substantial investment, in excess of that planned by Just Eat management. Prosus believes that this investment is required to enhance product, technology and own delivery capabilities in order to maintain its growth and defend its market positions in the face of intense competition. Just Eat’s Q3 Trading Update demonstrated a significant slowdown in order growth, which highlights the need to accelerate this investment to sustain its competitive advantage.
- Prosus does not believe that the proposed combination with Takeaway.com will fully or effectively address this investment need. Whilst Takeaway.com has invested in its own delivery proposition Scoober, it represented only 4.9 per cent. of Takeaway.com’s reported total orders in the first half of 2019. Furthermore, Takeaway.com executives have publicly expressed their lack of conviction in the ability of own-delivery operations to break even in either Continental Europe or the UK.
- Prosus is one of the leading global operators and investors in the Food Delivery sector, with a portfolio of leading Food Delivery businesses and investments, including iFood, Delivery Hero and Swiggy. These businesses have a presence in over 40 countries with a number one position in 35 of these, and cover in excess of four billion people with over four hundred thousand restaurant partners.
- Prosus has a strong track record of partnering with management teams to drive innovation and value creation and generate robust returns. Prosus has invested approximately US$2.8bn into the sector since FY16, and its investment and support have helped its portfolio companies to accelerate growth, product development and innovation. In Latin America, Prosus has supported iFood’s own delivery rollout, transforming it from a pure marketplace operator into the leading hybrid operator. In India, Prosus’s investment helped Swiggy to develop artificial intelligence technology to provide consumers with a personalised, local offering and develop new revenue opportunities such as cloud kitchens. Since Prosus’s investment, Delivery Hero has experienced strong growth, with Prosus generating an internal rate of return of c.19.3 per cent. as of 30 September 2019, on its investment.
- Prosus intends to invest in Just Eat and believes that due to its global Food Delivery experience and own delivery expertise, it is better positioned to drive the next phase of Just Eat’s growth and deliver Just Eat’s long term potential.
- The Offer is an important step towards achieving Prosus’s ambition to build the world’s leading Food Delivery business and the next logical step for the longstanding, successful iFood investment partnership between Prosus and Just Eat in Latin America.
- Prosus believes that with its support, Just Eat customers will ultimately benefit from greater choice and improved service delivery driven by the combined group’s global perspectives on product and technological innovation across the sector.
- Prosus believes that its offer presents a compelling proposition to Just Eat Shareholders whilst delivering an appropriate return to Prosus shareholders.
Information on Prosus
- Prosus is a strategic global investor and operator focused on creating long-term value by building and scaling consumer internet businesses through organic growth and strategic M&A. It aims to build strong companies that create value by addressing big societal needs in high-growth markets with long-term potential.
- Prosus came to market in September 2019 through the listing of the international internet assets of Naspers, a leading global consumer internet group and remains 74.06 per cent. owned by Naspers. Prosus invests and operates across a variety of sectors and geographies and is Europe’s largest listed consumer internet company by asset value, ranking among the top 10 largest technology investors globally. Prosus’s businesses and investments serve more than 1.5 billion people in 89 markets and are amongst the leading players in 77 of those markets. The group directly employs more than 20,000 people globally, with many more employed by its associates.
- Food Delivery is one of Prosus’s three key sectors of focus, where it believes there is a significant growth opportunity to transform how people source, consume and experience food. Prosus has a strong track record of transforming and scaling Food Delivery businesses in some of the world’s largest, fastest-growing markets, with a presence in more than 40 markets globally through its investments. Since FY16, Prosus has invested approximately US$2.8 billion to build a portfolio of strong Food Delivery businesses and investments, including iFood (54.7 per cent. stake) – a market leader in Brazil, Delivery Hero (22.3 per cent. stake) – with strong positions in 33 of its 41 countries, and Swiggy (38.8 per cent. stake) – one of the leading players in India.
Information on Just Eat
- The Just Eat Group operates a leading global hybrid marketplace for online Food Delivery, connecting over 27 million consumers with more than 107,000 restaurant partners across the UK, Australia, New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.
- Founded in Denmark in 2001 by five entrepreneurs, Just Eat is a FTSE 100 listed company and one of the leaders in online and mobile food ordering.1 The Just Eat Group currently has over 3,600 full-time employees spread across 19 offices throughout its operating markets. In 2018, the Just Eat Group processed £4.2 billion worth of orders for its restaurant partners with an average of 2,107 orders per restaurant.
- If any dividend or other distribution is announced, declared, made, payable or paid in respect of the Just Eat Shares on or after the date of this Announcement and prior to all of the conditions to the Offer having been fulfilled or (if capable of waiver) waived and so long as the Offer remains open for acceptance, MIH reserves the right to reduce the consideration payable in respect of each Just Eat Share by the amount of all or part of any such dividend or other distribution. If MIH exercises this right or makes such a reduction in respect of a dividend or other distribution, Just Eat Shareholders will be entitled to receive and retain that dividend or other distribution.
- It is intended that the Offer will be implemented by way of a takeover offer under the City Code and within the meaning of Part 28 of the Companies Act 2006, further details of which are contained in the full text of this Announcement (and will be included in the Offer Document). However, MIH reserves the right, with the consent of the Panel, to implement the Offer by way of a Scheme.
- The Offer will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement, including, amongst other things: (i) MIH receiving valid acceptances in respect of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise), shares which constitute not less than 90 per cent. (or such lesser percentage, as MIH may, decide after consultation with the Panel (if necessary)), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of Just Eat, including, for this purpose, any such voting rights attaching to Just Eat Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise; and (ii) the receipt of merger control clearance (or the expiration or termination of any waiting period, as applicable) in Spain under the Spanish Competition Act.
- The Offer Document and Form of Acceptance will include further details of the Offer and will specify the actions to be taken by Just Eat Shareholders. The Offer Document and Form of Acceptance will be sent to Just Eat Shareholders as soon as reasonably practicable and, in any event (save with the consent of the Panel), within 28 days of this Announcement (subject to certain restrictions in relation to persons in Restricted Jurisdictions). It is expected that the Offer will become wholly unconditional at the end of 2019 or early 2020. An expected timetable of principal events will be set out in the Offer Document.
Commenting on the Offer, Bob van Dijk, the Group CEO of Prosus said:
“Prosus is one of the leading global operators in the Food Delivery sector having invested approximately US$2.8 billion across more than 40 markets since 2016 to build a global Food Delivery business in partnership with some of the leading players in the world, including iFood in Latin America, Swiggy in India, and Delivery Hero, which operates in 41 markets. We are very excited about the long-term potential of the Food Delivery space and it is a sector we are committed to.
We believe our global experience and resources can help Just Eat to achieve its significant potential. Our plan is to support the Just Eat management team, with whom we have worked closely as joint investors in iFood, to deliver on the exciting opportunities to grow the business. We believe that Just Eat’s customers and restaurant partners will ultimately benefit from more delivery options, greater restaurant choice as well as improved service and delivery speeds driven by the combined group’s expertise in product and technology innovation supported by increased capital investment in the business. As a combined group, we see significant growth and value creation potential.
We presented this idea to the Board of Just Eat, in good faith, but we have been unable to engage constructively in what we see as a compelling proposition for Just Eat shareholders. As an investor and operator with significant experience in this dynamic and competitive sector, both globally and on a local level, we believe we are best placed to support Just Eat through its next phase of essential investment. We aim to deliver value by eliminating operational execution risk and providing certainty for Just Eat’s shareholders today at an attractive premium.”
This press release should be read in conjunction with the Rule 2.7 announcement available on the London Stock Exchange RNS and Prosus’s website at www.prosus.com/investors/justeat from 11:00am BST on 22 October 2019.
The Offer will be subject to the Conditions and further terms set out in Error! Reference source not found. to this Announcement, and to the full terms and conditions which will be set out in the Offer Document. Error! Reference source not found. to this Announcement contains the bases of calculations and sources of certain information contained in this Announcement. Appendix III to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.
Allen & Overy LLP is retained as legal adviser to Prosus and MIH.
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.
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 will be 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 will be 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), will contain 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) once this becomes available because it will contain 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 once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus exempted document.
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 (when made), 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 will be made to Just Eat Shareholders resident in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act, and Regulation 14E thereunder. The Offer will be 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.
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.
The Offer will be made in compliance with all applicable laws and regulations, including, to the extent applicable, the US Securities Act and Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 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, during the period in which the Offer would remain 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, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Financial information included in this Announcement and the Offer Document has been or will be 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.
Eoin Ryan, Head of Investor Relations
+1 347 210 4305
Sarah Ryan, International Media Relations
Finsbury (PR adviser to Prosus)
+44 207 251 3801
J.P. Morgan Cazenove (Financial adviser to Prosus and MIH)
+44 20 7742 4000
Finsbury (PR adviser to Prosus)
+44 207 251 3801
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