Takeaway.com has made a play to win over Just Eat's (JE.) shareholders, pledging to introduce courier service Scoober to the UK and posting a presentation explaining how the combination would create a "global leader in markets", with strong positions in three of the online food delivery sector's four major global profit pools.
The move came the day after rival bidder Prosus posted the offer document for its 710p-a-share cash offer for takeaway food platform Just Eat, arguing it provides the group’s shareholders with “compelling and certain cash value”. It also attempted to play on shareholders' fears, pointing to the decline in value of Takeaway.com's shares and the high-growth internet sector.
Prosus responded to Takeaway.com's latest announcement my saying it continues to "underestimate the level of investment required in a sector that is changing rapidly", arguing it is best placed to carry out the necessary changes.
Just Eat has two suitors at present. The first is Takeaway.com, which is unanimously recommended by the board and endorsed by Cat Rock Capital, which owns a stake in both groups. The second is from a wholly-owned subsidiary of investment group Prosus, which Just Eat’s board says “significantly undervalues” the group.
Takeaway.com is offering 0.0974 new shares in exchange for each Just Eat share. At the time of its initial offer in August this implied a value of 731p per share, but a drop in the group’s share price since then has decreased the implied value. A spokesperson for activist investor Cat Rock says the share price drop is at least partially due to Delivery Hero - in which Prosus owns a 22 per cent stake - selling Takeaway.com stock at a discount. 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."
In the offer document, Prosus noted that since the start of the offer period the high growth internet sector had fallen 23.7 per cent, while Takeaway.com’s share price was down 12.4 per cent, and urged them to accept its offer before it closes on 11 December. Following the offer posting Jitse Groen, chief executive of Takeaway.com, commiserated with shareholders, saying he could “fully understand” why the cash value of both offers “aren’t particularly appealing” to Just Eat’s shareholders, but added that his group’s offer would allow them to “share in the significant value creation” the combination could create.
