REG - Prosus NV Naspers Limited - Update on public offer for Just Eat Takeaway

Prosus NVAnnouncement

24/03/2025 07:00

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RNS Number : 7657B  Prosus NV  24 March 2025

 

This is a joint press release by MIH Bidco Holdings B.V. (the "Offeror"), an
indirectly wholly-owned subsidiary of Prosus N.V. ("Prosus") and Just Eat
Takeaway.com N.V. ("Just Eat Takeaway.com" or the "Company"). This joint press
release is issued pursuant to the provisions of Section 7, paragraph 1 sub a
the Dutch Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the
"Decree") in connection with the announced, intended recommended public offer
by the Offeror for all the issued and outstanding ordinary shares in the
capital of the Company, other than any ordinary shares held by the Company in
its own capital (the "Offer", together with the transactions contemplated in
connection therewith, the "Transaction"). This press release does not
constitute an offer, or any solicitation of any offer, to buy or subscribe for
any securities in the Company. Any offer will be made only by means of an
offer memorandum approved by the Dutch Authority for the Financial Markets
(Autoriteit Financiële Markten, the "AFM"). This press release is not for
release, publication, or distribution, in whole or in part, in or into,
directly or indirectly, in any jurisdiction in which such release,
publication, or distribution would be unlawful.

 

Update on recommended public offer for Just Eat Takeaway.com

 

Amsterdam, the Netherlands, 24 March 2025 - Reference is made to the joint
press release dated 24 February 2025 in respect of the Offer made by Prosus
for all issued and outstanding ordinary shares in the capital of Just Eat
Takeaway.com at an offer price of EUR 20.30 in cash per share (cum dividend).

 

The Transaction has a compelling rationale, offering Just Eat Takeaway.com
shareholders an attractive cash premium, while providing Prosus a unique
opportunity to create an AI-first European tech champion. With Prosus'
investment, technology and extensive expertise, Just Eat Takeaway.com will be
well-positioned to strengthen its brands and operations, enhance its AI
capabilities, and drive future growth well beyond its standalone potential.

 

According to Section 7, paragraph 1 sub a of the Decree, Prosus and Just Eat
Takeaway.com confirm that they are making good progress on the preparations
for the Offer. Today, Prosus submitted a request for review and approval of
the Offer Memorandum to the AFM.

 

As previously communicated, the Offer is expected to commence in Q2 2025. The
Transaction is subject to customary conditions, including regulatory
approvals. It is expected that settlement will take place by year-end.

 

 

For more information, please contact:

Prosus enquiries:

Investor relations:

Eoin Ryan

Head of Investor Relations

E eoin.ryan@prosus.com (mailto:eoin.ryan@prosus.com)

Media:

Nicola McGowan

Chief Communications Officer

E nicola.mcgowan@prosus.com (mailto:nicola.mcgowan@prosus.com)

Charlie Pemberton

Communications Director

E Charlie.pemberton@prosus.com (mailto:Charlie.pemberton@prosus.com)

Just Eat Takeaway.com enquiries:

Investor Relations:

Joris Wilton

E: IR@justeattakeaway.com (mailto:IR@justeattakeaway.com)

Media:

E: press@justeattakeaway.com (mailto:press@justeattakeaway.com)

 

About Prosus

Prosus is a global technology company, unlocking an AI-first world for its 2
billion customers.  With investments in more than 100 companies across the
world, Prosus is building local ecommerce champions in growth markets. Prosus
has a strong track record in food delivery, having invested more than US$10
billion globally in driving the category's momentum and success. Today,
Prosus' food businesses span 70+ countries, serving 1m+ restaurants around the
world. The current portfolio includes full ownership of iFood, Latin America's
leading food delivery platform; together with non-controlling positions
including: a 28% stake in Delivery Hero, a leading global food delivery
company; an approximate 4% stake in Meituan, the world's largest food delivery
business, and a 25% stake in Swiggy, India's largest food and grocery delivery
platform, which recently completed a successful IPO in India.

About Just Eat Takeaway.com

Just Eat Takeaway.com N.V. (AMS: TKWY) is one of the world's leading global
on-demand delivery companies.

Headquartered in Amsterdam, the Company is focused on connecting consumers and
partners through its platforms. With 356,000 connected partners, Just Eat
Takeaway.com offers consumers a wide variety of choices from restaurants to
retail.

Just Eat Takeaway.com has rapidly grown to become a leading on-demand delivery
company with operations in Australia, Austria, Belgium, Bulgaria, Canada,
Denmark, Germany, Ireland, Israel, Italy, Luxembourg, Poland, Slovakia, Spain,
Switzerland, the Netherlands and the United Kingdom.

Most recent information is available on our corporate website and follow us
on LinkedIn
(https://www.linkedin.com/company/just-eat-takeaway-com/mycompany/verification/)
 and X (https://twitter.com/justeattakeaway) .

General restrictions

The information in this announcement is not intended to be complete. This
announcement is for information purposes only and does not constitute an offer
or an invitation to acquire or dispose of any securities or investment advice
or an inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire the securities of the Company in any jurisdiction.

The distribution of this press release may, in some countries, be restricted
by law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, the Offeror and the Company
disclaim any responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these restrictions may
constitute a violation of the securities laws of that jurisdiction. Neither
the Company, nor the Offeror, nor any of their advisors assume any
responsibility for any violation by any person of any of these restrictions.
The Company shareholders in any doubt as to their position should consult an
appropriate professional advisor without delay. This announcement is not to be
released, published or distributed, in whole or in part, directly or
indirectly, in any jurisdiction in which such release, publication or
distribution would be unlawful.

The offer described in this announcement (the "Tender Offer") will be made for
all of the issued and outstanding shares of Just Eat Takeaway.com, which is a
public company incorporated and listed in the Netherlands, and will be subject
to Dutch disclosure and procedural requirements. The Tender Offer will be made
to Just Eat Takeaway.com shareholders in the United States in compliance with
the applicable U.S. tender offer rules under the U.S. Securities Exchange Act
of 1934, as amended (the "U.S. Exchange Act"), and otherwise in accordance
with the requirements of Dutch law. Accordingly, the Tender Offer will be
subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, the Tender Offer timetable, settlement
procedures and timing of payments that are different from those applicable
under U.S. domestic tender offer law and practice. The financial information
included in this announcement or to be included in the document for the Tender
Offer has been prepared in accordance with applicable accounting standards in
the Netherlands, and will not have been prepared in accordance with U.S. GAAP,
or derived therefrom, and may therefore differ from, and not be comparable
with, financial information of U.S. companies.

Prosus and Just Eat Takeaway.com and their respective affiliates or brokers
(acting as agents for Prosus, Just Eat Takeaway.com or their affiliates, as
applicable) may from time to time, and other than pursuant to the Tender
Offer, directly or indirectly, purchase, or arrange to purchase outside the
United States, shares in Just Eat Takeaway.com or any securities that are
convertible into, exchangeable for or exercisable for such shares before or
during the period in which the Tender Offer remains open for acceptance, to
the extent permitted by, and in compliance with, Rule 14e-5 under the U.S.
Exchange Act. Any such purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. To the
extent required in the Netherlands, any information about such purchases will
be made public in the Netherlands in the manner required by Dutch law. To the
extent information about such purchases or arrangements to purchase is made
public in the Netherlands, such information will be disclosed by means of a
press release or other means reasonably calculated to inform persons in the
United States of such information. In addition, affiliates of the financial
advisers to Prosus or Just Eat Takeaway.com may engage in ordinary course
trading activities in securities of Just Eat Takeaway.com, which may include
purchases or arrangements to purchase such securities.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved of the Tender Offer, passed
upon the merits or fairness of the Tender Offer, or determined if this
announcement or the Tender Offer documents are accurate or complete.

The Tender Offer, if consummated, may have consequences under U.S. federal
income tax and applicable U.S. state and local, as well as non-U.S., tax laws
for Just Eat Takeaway.com shareholders. Each Just Eat Takeaway.com shareholder
is urged to consult his or her independent professional adviser regarding the
tax consequences of the Tender Offer.

It may not be possible for Just Eat Takeaway.com shareholders in the United
States to effect service of process within the United States upon Just Eat
Takeaway.com, Prosus, or their respective officers or directors, some or all
of which may reside outside the United States, or to enforce against any of
them judgments of the United States courts predicated upon the civil liability
provisions of the federal securities laws of the United States or other U.S.
law. It may not be possible to bring an action against Just Eat Takeaway.com,
Prosus, or their respective officers or directors (as applicable), in a
non-U.S. court for violations of U.S. law, including the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgement. In addition, it may be
difficult to enforce in the Netherlands original actions, or actions for the
enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws.

Forward-looking statements

This press release may include "forward-looking statements" and language that
indicates trends, such as "anticipated" and "expected". Although the Company
and the Offeror believe that the assumptions upon which their respective
financial information and their respective forward-looking statements are
based are reasonable, they can give no assurance that these assumptions will
prove to be correct. Neither the Company, nor the Offeror, nor any of their
advisors accept any responsibility for any financial information contained in
this press release relating to the business or operations or results or
financial condition of the other or their respective groups.

 

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