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Tue 22nd Oct 2019 - Just Eat board rejects unsolicited offer from investment firm
Just Eat board rejects unsolicited offer from investment firm: The board of Just Eat, the market place for takeaway food delivery, has rejected an unsolicited offer for the company from Prosus NV. Investment firm Prosus NV has offered 710p per share in cash for Just Eat, valuing the company at £4.9bn, which Provus said was a 20% premium on the Takeaway.com offer of 594p. However, Just Eat said the Provus offer “significantly undervalues Just Eat and the combination with Takeaway.com”. Just Eat stated: “The board of Just Eat has considered the terms of the Prosus offer and believes it significantly undervalues Just Eat and its attractive assets and prospects on a stand-alone basis and as part of the proposed recommended all-share combination with Takeaway.com. Accordingly, the board of Just Eat unanimously recommends shareholders reject the Prosus offer. The Prosus offer follows a number of proposals from Prosus to the board of Just Eat regarding a possible cash offer for Just Eat. The board of Just Eat unanimously rejected Prosus’ initial proposal of 670p per Just Eat share and subsequent proposals of 700p and 710p per Just Eat share. Just Eat is a leading strategic asset in the food delivery sector and the board believes the Prosus offer fails to appropriately reflect the quality of Just Eat and its attractive assets and prospects, the benefits of first-mover advantage in a consolidating sector, and the significant future upside available to Just Eat shareholders through remaining invested in Just Eat and the Takeaway.com combination. The board of Just Eat has also announced the publication of the scheme document and associated prospectus and other documentation to convene the shareholder and court meetings in relation to the Takeaway.com combination. The board of Just Eat believes the Takeaway.com combination is based on a compelling strategic rationale that will deliver a number of strategic benefits to Just Eat shareholders including creation of one of the world’s largest online food delivery platforms; leadership from a strong management team drawn from both the founder-led team at Takeaway.com and Just Eat with 40 years of combined experience in the sector; and a platform built around two of the world’s largest profit pools in food delivery. The board believes the Takeaway.com combination provides Just Eat shareholders with greater value creation than the terms of the Prosus offer. Accordingly, the board of Just Eat continues to recommend the Takeaway.com combination to Just Eat shareholders.” Prosus NV stated when it made its offer: “Prosus believes the terms of its all-cash offer provides certainty and compelling value for Just Eat shareholders. Since the start of the offer period the high-growth internet sector and online food delivery sector have fallen 16.9% and 15.0% respectively. The Takeaway.com share price has fallen 15.0% during this period. Against this backdrop of continued market volatility and macro-economic uncertainty, the Prosus offer provides Just Eat shareholders with the certainty of an all-cash offer. Based on Prosus’ global experience and having met Just Eat management and reviewed the information provided, Prosus believes the business will require substantial investment, in excess of that planned by Just Eat management. Prosus believes this investment is required to enhance product, technology and own-delivery capabilities to maintain its growth and defend its market positions in the face of intense competition. Just Eat’s third-quarter trading update demonstrated a significant slowdown in order growth, which highlights the need to accelerate this investment to sustain its competitive advantage. Prosus doesn’t believe the proposed combination with Takeaway.com will fully or effectively address this investment need.”


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