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

On 5 August 2019, Takeaway.com and Just Eat announced a recommended all-share combination (the “Combination”), which was followed by the publication of Takeaway.com’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.

Takeaway.com remains committed to implementing the Combination and therefore will implement the Combination by way of a recommended offer by Takeaway.com for Just Eat (the “Takeaway.com Offer”). Management believes the Combination offers a future value far superior to both Just Eat and Takeaway.com separately, and to the recent cash offer made by Prosus in particular. By implementing the Takeaway.com Offer instead of a scheme of arrangement, Takeaway.com will provide Just Eat’s shareholders with increased deal certainty.

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

Jitse Groen, CEO of Takeaway.com, stated: “We believe that the Just Eat Takeaway.com combination offers its shareholders a future value far superior to both Just Eat and Takeaway.com 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.”