LONDON (dpa-AFX) - Just Eat Takeaway.com N.V. and Prosus N.V. announced that they have reached conditional agreement on a recommended public offer by Prosus for all issued and outstanding shares in the capital of Just Eat Takeaway.com of 20.30 euros in cash per share. The offer values a 100% of the shares at approximately 4.1 billion euros. The price represents a 49% premium to the 3-month VWAP as of 21 February 2025.
Just Eat Takeaway.com will continue to be based in Amsterdam under its existing name and will maintain its key brands.
The Chief Executive Officer of Just Eat Takeaway.com and other members of Just Eat Takeaway.com's boards, who in aggregate hold approx. 8.1% of the Shares, have executed undertakings to tender all those Shares in the Offer.
Prosus noted that it will fund the transaction entirely through available funds.
The transaction is subject to customary conditions, including regulatory approvals. The offer memorandum is expected to be published and the offer is expected to commence in the second quarter of 2025. It is expected that settlement will take place by year-end.
The current members of the management board of Just Eat Takeaway.com will continue after Settlement. After completion of the transaction, it is expected that two current members of Just Eat Takeaway.com's Supervisory Board will continue as independent supervisory board members to monitor compliance with the Non-Financial Covenants.
If the merger agreement is terminated in the event Just Eat agreed to a Superior offer or because of an adverse board recommendation change, Just Eat shall pay Prosus an amount of 41 million euros.
If the merger agreement is terminated in the event the regulatory clearances are not obtained, Prosus shall pay Just Eat an amount of up to 410 million euros.
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