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Tue 10th Dec 2019 - Update: Just Eat and Domino’s Pizza UK
Just Eat board recommends rejected of Prosus 740p per share offer: The board of Just Eat has rejected a revised offer of 740p per share from Prosus. It stated: “(The board) continues to believe that it significantly undervalues Just Eat and its attractive assets and prospects both on a standalone basis and as part of the proposed recommended all-share combination with Takeaway.com N.V. Accordingly, the board of Just Eat unanimously recommends that shareholders reject the Prosus offer of 740 pence per share. Just Eat is a leading, strategic asset in the food delivery sector and the board of Just Eat continues to believe that the Prosus offer fails to reflect appropriately the quality of Just Eat and its attractive assets and prospects, the benefits of first mover advantage in a consolidating sector, and, on the basis of its own analysis, the future upside available to Just Eat shareholders through remaining invested in Just Eat and the Takeaway.com combination. The Prosus offer of 740 pence per share represents: a premium of only 16% to Just Eat’s undisturbed price of 635.6 pence on 26 July 2019 (being the last business day before the date on which Takeaway.com and Just Eat announced a possible all-share combination); a discount of 5% to Just Eat’s closing price of 777 pence on 6 December 2019 (being the last business day before the announcement of the revised terms of the Prosus offer); and a premium of only 4% to the value of the offer by Prosus of 710 pence per share which was announced on 22 October 2019. Taking into account all of the above, the board unanimously recommends that shareholders reject the Prosus offer of 740 pence per share and continues to believe that the Takeaway.com combination is based on a compelling strategic rationale that allows shareholders to participate in the upside potential of the enlarged group and, based on its own analysis, will deliver greater value creation to Just Eat shareholders than the Prosus offer of 740 pence per share in cash. Accordingly, the board unanimously recommends that Just Eat shareholders should take no action in relation to the Prosus offer of 740 pence per share in cash. Instead, the board of Just Eat unanimously recommends that Just Eat shareholders accept the Takeaway.com offer.”

Stephen Hemsley to step down as chairman of Domino’s UK: Stephen Hemsley has decided to step down as chairman of Domino’s Pizza UK with effect from 29 December 2019. Ian Bull, senior independent director, will step into the role of interim chairman until a permanent replacement is appointed. The company stated: “The board would like to place on record its appreciation of Stephen’s exceptional contribution to the development of Domino’s. Since joining in 1998, he has seen the company through its IPO on AIM and has taken it from a market capitalisation of £25m to almost £1.5 billion today, and from nearly 100 UK stores to over 1,250 stores spanning the UK, Irish, and other international markets.” Stephen Hemsley said: “It has been a privilege to play a part in the growth of Domino’s to the brand it has become today, working alongside our talented colleagues and franchisees. After 21 years in the business, now is the right time for me to step back and focus on other interests. Domino’s is well-positioned for future growth, and I wish it every success in the future.” The search for a new chairman is progressing, and will be followed by the appointment of a new chief executive.

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