20th Nov 2019 11:35
(Alliance News) - Takeaway.com NV on Wednesday said it posted an offer document to Just Eat PLC shareholders in an "important" step in the merger process, but rival suitor Prosus NV again urged investors in the British food delivery firm to accept its GBP4.9 billion counterbid.
In the latest developments in the takeover-saga, Takeaway.com said it published the offer document, which contains "the full terms and conditions of the recommended" merger.
Takeaway.com Chief Executive Jitse Groen added: "Today we are taking an important step towards the creation of what we believe will be the world's leading online food delivery company."
The approach for Just Eat by Takeaway.com was initially made in July.
Under the possible deal, Just Eat shareholders would get 0.09744 Takeaway.com shares for each Just Eat share held, which would imply a value for Just Eat at 731 pence per share based on Takeaway.com's closing share price on July 26 of EUR83.55, a statement said.
Takeaway.com shares were 0.7% lower at EUR82.60 in Amsterdam on Wednesday.
In October, internet firm Prosus NV launched a 710 pence per share counterbid for Just Eat, which it labelled a 20% premium to Takeaway.com's offer.
In a joint-statement on Wednesday, rival Prosus and parent Naspers Ltd, a technology company, labelled the Takeaway.com offer a "significant risk" to Just Eat shareholders.
The statement read: "Takeaway.com continues to underestimate the scale of Just Eat's required transformation and the investment needed in own-delivery, marketing, product and technology."
They continued: "In the absence of required investment, Prosus believes that Just Eat's operational underperformance is likely to continue, putting the combined valuation under pressure.
"As highlighted in a similar context in the US where Grubhub Inc suffered a 43% share price decline in a day following its third quarter results," they added, referring to the US delivery firm which saw a sharp stock price decline in New York the day after posting a 30% quarterly revenue surge.
Prosus urged Just Eat shareholders to accept its GBP4.9 billion offer.
Bob van Dijk, chief executive of Prosus and Naspers, said: "Our cash offer provides compelling and certain value to shareholders at a premium to the Takeaway.com offer and removes the downside risk for Just Eat's shareholders.
"Our offer also reflects the substantial investment required in product, technology, marketing and own-delivery capabilities to make the most of Just Eat's long-term potential. We believe that the Takeaway.com offer underestimates the substantial investment required in Just Eat to recapture market share and improve performance in an increasingly competitive sector."
In Johannesburg, Naspers shares were 1.3% lower at ZAR221.80 and Prosus shares were 0.5% down at ZAR102.20. In London, Just Eat was trading 0.1% lower at 753.29p.
By Eric Cunha; [email protected]
Copyright 2019 Alliance News Limited. All Rights Reserved.
Related Shares:
Just Eat