공시 • Oct 17
Prosus N.V. (ENXTAM:PRX) completed the acquisition of Just Eat Takeaway.com N.V. (ENXTAM:TKWY) from Jitse Groen and others.
Prosus N.V. (ENXTAM:PRX) proposed to acquire Just Eat Takeaway.com N.V. (ENXTAM:TKWY) from Jitse Groen and others for €4 billion on February 24, 2025. A cash consideration valued at €20.3 per share will be paid by Prosus N.V., represents a premium of 63% to the Company's closing share price on 21 February 2025, and a 49% premium over the 3-month VWAP. Prosus will fund the Transaction entirely through available funds. In case of termination of transaction, Prosus N.V. will pay a termination fee of €410 million and seller will pay a termination fee of €41 million. If the Offeror holds at least 95% of the shares, statutory squeeze-out proceedings may be initiated to acquire 100% of the shares. Jitse Groen, Jörg Gerbig, Andrew Kenny and Mayte Oosterveld (Management Board members) and Lloyd Frink (Supervisory Board member), who in aggregate hold approx. 8.1% of the Shares, have executed irrevocable undertakings to tender all those Shares in the Offer, subject to customary conditions.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders and minimum tender. The Board of Directors of Just Eat Takeaway.com N.V. formed a special committee for the transaction. The Offer unanimously recommended by Just Eat Takeaway.com’s management board and supervisory board. Upon completion, Just Eat Takeaway.com will continue to be based in Amsterdam under its existing name and will maintain its key brands. Just Eat Takeaway.com and the Offeror intend to terminate the listing of the Shares on Euronext Amsterdam as soon as possible. As of March 24, 2025, Prosus submitted a request for review and approval of the Offer Memorandum to the AFM. On March 27 2025, competition clearance was obtained from the Canadian Bureau under the Competition Act 1985. On the same date, JET received a positive indication from the UK Competition and Markets Authority (CMA) that it has no further questions following the receipt of a briefing paper. Further, on April 22, 2025, the Austrian Federal Minister for Labour and Economy determined that the Transaction does not fall within the scope of the Austrian Foreign Direct Investment (FDI) regime. On May 12 ,2025, the Belgian Interfederal Screening Commission concluded its assessment procedure positively, granting approval for the Transaction to proceed. The Offer memorandum is published, and the Acceptance Period runs from May 20, 2025 to July 29, 2025. JET and the Offeror continue to make steady progress on the remaining regulatory clearances. These are expected to be obtained prior to the Unconditional Date, with the Settlement Date anticipated to occur before the end of 2025. Just Eat Takeaway.com will hold its EGM to discuss the offer on July 8, 2025. The Dutch Works Council has been informed of, and consulted on, the contemplated decisions in relation to the Offer. This works council has rendered a conditional positive advice regarding the Offer and the Management Board has decided accordingly. The respective employee representation bodies of JET in Austria, Belgium, France, Germany and Spain have been informed of, and in so far applicable, consulted on the contemplated decisions in relation to the Offer as well.
The deal is expected to be completed in year end, 2025. The offer memorandum is expected to be published, and the Offer is expected to commence in Q2 2025. Currently, it is expected that Settlement will take place by year end. As of August 11, 2025, Prosus and JET have obtained competition clearance from the European Commission for the Offer. All Regulatory Clearances required to close the Offer have now been obtained. Offers becomes unconditional. The Acceptance Period will end on October 1, 2025. Prosus and JET recommend all Shareholders to tender their Shares under the Offer.
Gleacher Shacklock LLP, Investment Banking Arm, N.V. Morgan Stanley & Co. International plc and Lazard B.V. acted as fairness opinion providers, Gleacher Shacklock LLP, Investment Banking Arm, N.V. Morgan Stanley & Co. International plc and Bank of America Europe DAC, Amsterdam Branch acted as financial advisors for Just Eat Takeaway.com N.V. Gaby Smeenk, Frank Hamming, Helen Gornall, Reinier Kleipool, Barbara Kloppert, Constantijn Voogt and Rick van 't Wout of De Brauw Blackstone Westbroek N.V and Jan Willem van der Staay and Hanneke Rothbarth of Freshfields LLP (Amsterdam) acted as legal advisors, Confidant Partners is acting as the communications advisor for Just Eat Takeaway.com N.V. Goldman Sachs B.v. acted as financial advisor, Olivier Valk, Tim Stevens, Justin Steer, Bas Sanders, Tim Rijkse, Lousine Hovhanisian, Chaima Azouagh, Rens Bondrager, Joy Kloosterman, Hanneke Bennaars, Bob van Leent, Joyce Leemrijse and Anthonie Nederlof of Allen Overy Shearman Sterling LLP, Ingrid Vandenborre of Skadden, Arps, Slate, Meagher & Flom LLP, Reuven B. Young and Maxim Van de moortel of Davis Polk & Wardwell London LLP, and Webber Wentzel LLP acted as legal advisors, and Brunswick Group and FGS are acted as communications advisors to Prosus. Ernst & Young Nederland LLP acted as due diligence provider to Prosus N.V.
Prosus N.V. (ENXTAM:PRX) completed the acquisition of Just Eat Takeaway.com N.V. (ENXTAM:TKWY) from Jitse Groen and others on October 16, 2025.