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Takeaway.com restructures Just Eat offer

The group has replaced its original plans for a scheme of arrangement with an offer, essentially making it easier to implement a combination between the two takeaway food groups
November 5, 2019

Takeaway.com has updated its offer for Just Eat (JE.), in a move that it says gives it “greater flexibility” in acquiring the takeaway food platform. 

IC TIP: Hold at 741p

The group first announced an offer for Just Eat in July, but in recent weeks has faced competition from technology investor Prosus, which has made a rival cash bid of 710p. Takeaway.com is now making its bid for the group in the form of an offer, rather than a scheme of arrangement as was previously proposed. The change essentially makes it easier for Takeaway.com and Just Eat’s board – which still unanimously recommends the offer – to get it approved by shareholders.

The original deal would have required three-quarters of Takeaway.com and Just Eat’s shareholders to approve it before it could be implemented. The new deal only requires approval from Just Eat’s shareholders and includes the option to lower the threshold for approval to anything over 50 per cent of shareholders – provided the takeover panel gives consent.

Activist investor Cat Rock – which has advocated for the merger since February – did not comment on the change, but has previously said the combination of Takeaway.com and Just Eat – it owns a stake in both – was “far more attractive” than the Prosus's offer, even though the latter offered a higher price per share.

Cat Rock has also previously accused Delivery Hero, a Takeaway.com shareholder in which Prosus has a stake, of deflating Takeaway.com’s share price – and by extension the implied value of its offer – by selling shares in the group at a price limit of €73 (£63) a share. In response to the accusation, Delivery Hero said at the time: "The decision to sell down Takeaway.com shares was taken by Delivery Hero's management board independently in September 2019. Delivery Hero had no knowledge of Prosus's contemplated offer to acquire Just Eat prior to the publication of the offer."

The question now is whether Prosus will raise its offer in response. Shares in Just Eat are currently trading at 741p a share, higher than is offered by either suitor, implying optimism of further bids.