Just Eat Takeaway.com sells Grubhub to Wonder

Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the “Company”, or together with its group companies “Just Eat Takeaway.com”, is pleased to announce that it has entered into a definitive agreement to sell Grubhub Inc. (“Grubhub”) to Wonder Group, Inc. (“Wonder”) for an enterprise value of USD650 million (the “Transaction”).

Transaction highlights

• Agreement to sell Grubhub to Wonder for an enterprise value of USD650 million;
• Grubhub will be transferred with its USD500 million of senior notes and, after customary adjustments, net proceeds to the Company are expected to be up to USD50 million;
• Completion expected during Q1 2025, subject to customary closing conditions including regulatory approvals;
• Following completion of the Transaction, Just Eat Takeaway.com will retain no material liabilities associated with Grubhub;
• The above enterprise value reflects the Company’s expectation that New York City fee caps will be amended in the near term.

Transaction rationale

The Transaction follows the Company’s prior announcements that it was actively exploring the partial or full sale of Grubhub. The Transaction increases Just Eat Takeaway.com’s ability to support investment in countries in which it has the greatest competitive advantage. It also improves Just Eat Takeaway.com’s GTV growth and free cash flow generation. Furthermore, the Transaction positively impacts Just Eat Takeaway.com’s capital structure and liquidity position.

The Transaction does not impact the Company’s guidance for 2024 as set out in its Q3 2024 Trading Update on 16 October 2024.

Management Board

Jitse Groen, CEO

Mayte Oosterveld, CFO

Jörg Gerbig, COO

Andrew Kenny, CCO

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About Grubhub

Headquartered in Chicago, Illinois, Grubhub is a leading US online food delivery company. In the financial year ended 31 December 2023, Grubhub generated:

• 237 million orders and GTV of €8,060 million;

• Adjusted EBITDA of €94 million, representing a margin (as a % of GTV) of 1.2%; and

• Free cash flow, before changes in working capital, of negative €77 million.

In addition, the cost of net share-based compensation at Just Eat Takeaway.com associated with Grubhub in 2023 represented 50% of the Company’s total share-based compensation costs.

About Wonder

Wonder is a new kind of food hall that is revolutionising the food industry by creating the super app for mealtime, operating a collection of delivery-first restaurants and pioneering a new category of “Fast Fine” dining.

Featuring some of the world’s best chefs including Bobby Flay, Jose Andres, Nancy Silverton and Marcus Samuelsson, along with award-winning restaurants from across the country including Tejas Barbeque and Di Fara Pizza, customers can experience any combination of these chefs and restaurants all together in one order for the first time. In 2023, Wonder acquired meal kit pioneer Blue Apron.

Market Abuse Regulation

This press release contains inside information (i) as meant in clause 7(1) of the Market Abuse Regulation and (ii) in terms of Article 7(1) of the Market Abuse Regulation as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018.

Headland Consultancy for Just Eat Takeaway.com

Rosh Field +44 (0)20 3805 4822         

Stephanie Ellis +44 (0)73 1136 9804

Advisors

BofA Securities +44 (0) 20 7628 1000

Shawn Liu

Sjoerd van Hooijdonk

Gleacher Shacklock +44 (0) 20 7484 1150

Dominic Lee

Tim Shacklock

Morgan Stanley +44 (0) 20 7425 8000

Bobby Shoraka

Lazard (adviser to the Just Eat Takeaway.com Supervisory Board) +31 (0) 2 056 111 60

Bas van der Vlist

Keiran Wilson

Bank of America Europe DAC, Amsterdam Branch (“BofA Securities”), a subsidiary of Bank of America Corporation, is acting exclusively for Just Eat Takeaway.com in connection with the Transaction and for no one else and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to its clients or for providing advice in relation to the Transaction.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as general financial adviser to the Company and no one else in connection with the matters set out in this announcement and shall not be responsible to anyone other than the Company for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the matters set out in this announcement. Gleacher Shacklock neither owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Gleacher Shacklock in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser to Just Eat Takeaway and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and its or 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 relation to the contents of this announcement or any other matter referred to herein.

Lazard B.V. (“Lazard”) is acting as financial adviser to the Supervisory Board of Just Eat Takeaway and no one else in connection with the matters set out in this announcement. In connection with such matters, Lazard, its affiliates and its or 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 relation to the contents of this announcement or any other matter referred to herein.

Disclaimer

Statements included in this press release that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are, or may be deemed to be, forward-looking statements, including "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "anticipates", "expects", "intends", "may", or "will" or, in each case, their negative or other variations or comparable terminology, or, by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made, and the Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this press release. Readers are cautioned not to place undue reliance on such forward-looking statements.