Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET), hereafter the “Company” or “Just Eat Takeaway.com”, publishes a prospectus (the “Prospectus”) in connection with the proposed acquisition of 100% of the shares of Grubhub Inc. (NYSE: GRUB) (“Grubhub”) in an all-share combination (the “Transaction”).
On 10 June 2020, Just Eat Takeaway.com announced that it had entered into a definitive agreement to acquire 100% of the shares of Grubhub in an all-share combination. The Company held an extraordinary general meeting on 7 October 2020 at which Just Eat Takeaway.com shareholders overwhelmingly resolved, among other things, to approve the Transaction and to delegate to the Management Board, subject to certain limitations, the right to issue the New Just Eat Takeaway.com Shares.
The Prospectus, dated 12 May 2021, has been published in connection with (i) the admission of the New Just Eat Takeaway.com Shares to the premium listing segment of the UK Official List and to trading on the London Stock Exchange’s main market for listed securities and (ii) the admission of the New Just Eat Takeaway.com Shares to listing and trading on Euronext Amsterdam.
The Prospectus has been approved by the Dutch Authority for the Financial Markets, as competent authority under the EU Prospectus Regulation and, separately, by the United Kingdom Financial Conduct Authority, as competent authority under the UK Prospectus Regulation.
In connection with the Transaction, Just Eat Takeaway.com has also filed with the Securities and Exchange Commission of the United States of America (the “SEC”) a registration statement on Form F-4 to register the shares to be issued in connection with the Transaction, which registration statement is expected to be declared effective by the SEC on or about 12 May 2021. Grubhub is expected to mail a definitive proxy statement/prospectus to Grubhub stockholders beginning on or about 12 May 2021, seeking their approval of the Transaction at a special meeting of Grubhub stockholders to be held on 10 June 2021.
A copy of the Prospectus is available for inspection on the Company's website at https://www.justeattakeaway.com/.
In addition, a copy of the Prospectus has been submitted to the National Storage Mechanism and the Prospectus will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.