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. switches to an offer N.V. (AMS: TKWY), hereinafter the “company”, or together with its group companies “”, the leading online food delivery marketplace in Continental Europe, decides to implement the recommended all-share combination of and Just Eat plc. (“Just Eat”) by way of an offer, thereby increasing deal certainty.

On 5 August 2019, and Just Eat announced a recommended all-share combination (the “Combination”), which was followed by the publication of’s prospectus and the convocation of its extraordinary general meeting on 22 October 2019. On the same date, Prosus N.V. (“Prosus”) announced an unsolicited cash offer for Just Eat, which Just Eat rejected that same day. remains committed to implementing the Combination and therefore will implement the Combination by way of a recommended offer by for Just Eat (the “ Offer”). Management believes the Combination offers a future value far superior to both Just Eat and separately, and to the recent cash offer made by Prosus in particular. By implementing the Offer instead of a scheme of arrangement, will provide Just Eat’s shareholders with increased deal certainty.

The Offer shall be conditional on, among other things, an acceptance condition of not less than 75 per cent (or such lower percentage as may decide with the Takeover Panel’s consent) in nominal value of the Just Eat shares.

Jitse Groen, CEO of, stated: “We believe that the Just Eat combination offers its shareholders a future value far superior to both Just Eat and separately, and to the recent cash offer made by Prosus in particular. With this switch, we provide additional deal certainty to the Just Eat shareholders.”

About Just Eat

Just Eat (LSE: JET, AMS: TKWY) is one of the world’s leading global online food delivery marketplaces.

Headquartered in Amsterdam, the Company is focused on connecting consumers and partners through its platforms. With 680,000 connected partners, Just Eat offers consumers a wide variety of food choice.

Just Eat has rapidly grown to become a leading online food delivery marketplace with operations in the United States, the United Kingdom, Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Poland, Slovakia, Spain and Switzerland.

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