Authorization

Prosus N.V: Statement Regarding Takeaway.com N.V. ("Takeaway.coma??) Offer Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION


The boards of Prosus N.V ("Prosus") (Euronext Amsterdam: PRX; JSE: PRX) and MIH Food Delivery Holdings B.V. ("MIHa??) note the publication of the offer document in respect of the Takeaway.com Offer, the financial terms of which are unchanged from those contained in Takeaway.coma??s announcement on 5 August 2019.


Prosus makes the following points in response to the Takeaway.com Offer:





Prosus believes that Takeaway.com takes a narrow view of the Food Delivery sector based principally on its experience in the Netherlands and Germany a?? markets that have so far been relatively insulated from innovative global own-delivery competitors. On the other hand, in the UK both Uber Eats and Deliveroo have been operating at scale for several years, and consumers have come to expect superior restaurant selection and service quality that Prosus believes would be difficult for Just Eat to match without substantial investment and innovation.






Takeaway.com continues to underestimate the scale of Just Eata??s required transformation and the investment needed in own-delivery, marketing, product and technology. In particular, Takeaway.coma??s claim that it can achieve a meaningful own-delivery rollout with no impact on the bottom line and through only tens of millions of investment is, in Prosusa??s view, unrealistic and demonstrates their lack of experience with the own-delivery business model.






The Takeaway.com Offer creates significant risks for Just Eata??s shareholders:




Takeaway.com is trading at the highest valuation multiples amongst its peers. Prosus believes that at these valuation levels there is little room for any slowdown or missteps in execution.






In the absence of required investment, Prosus believes that Just Eata??s operational underperformance is likely to continue, putting the combined valuation under pressure, as highlighted in a similar context in the US where Grubhub suffered a 43% share price decline in a day following its Q3 2019 results.









Prosus will continue to engage with Just Eat shareholders to outline its reasons for recommending that Just Eat shareholders reject the Takeaway.com combination. Prosus urges Just Eat shareholders to accept the Prosus Offer as soon as possible and, in any event, by no later than the First Closing Date, being 1.00pm (London time) on 11 December 2019.
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