Announcement • Oct 02
DoorDash, Inc. (NasdaqGS:DASH) completed the acquisition of Deliveroo plc (LSE:ROO) from group of shareholders.
DoorDash, Inc. (NasdaqGS:DASH) proposed to acquire Deliveroo plc (LSE:ROO) from group of shareholders for approximately £2.7 billion on April 5, 2025. DoorDash, Inc. entered into agreement to acquire Deliveroo plc from group of shareholders on May 6, 2025. A cash consideration valued at £1.8 per share will be paid by DoorDash, Inc. As set out in the Scheme Document, DoorDash intends that the Cash Consideration payable under the terms of the Acquisition will be funded through DoorDash's cash resources. Consequently, DoorDash announces that it has, with the consent of J.P. Morgan Cazenove, served notice under the Bridge Facility Agreement to cancel all of the commitments under the Bridge Facility Agreement, and accordingly that all such commitments have been cancelled with effect from July 15, 2025.
Having carefully considered the Possible Offer with its advisers, the Board of Deliveroo has indicated to DoorDash that, should a firm offer be made on the financial terms set out above, it would be minded to recommend such an offer to Deliveroo shareholders, subject to the agreement of the other terms of the offer. Accordingly, the Board of Deliveroo decided to engage in discussions with DoorDash in relation to the Possible Offer and has provided DoorDash with access to due diligence. There can be no certainty that any firm offer for Deliveroo will be made. At this time, shareholders are advised to take no action in respect of the Possible Offer. The Company announces that by not later than on 23 May 2025, DoorDash must either announce a firm intention to make an offer for Deliveroo or announce that it does not intend to make such an offer. This deadline will only be extended with the consent of the Takeover Panel. it is intended that the cash consideration payable by DoorDash to Scheme Shareholders under the terms of the Acquisition will be funded through DoorDash's cash resources. On May 6, 2025, in order to enable J.P. Morgan Cazenove to give the confirmation referred to in Rule 2.7(d) of the Code, DoorDash and J.P. Morgan Chase Bank entered into the Bridge Facility Agreement, pursuant to which a $2.85 billion (£2141.23 billion) bridge facility is available to DoorDash which may be drawn on to finance the cash consideration payable pursuant to the Acquisition (and to finance fees, costs and expenses in connection with the Acquisition). Deliveroo Independent Committee intends to recommend unanimously that Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that Deliveroo Shareholders vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if DoorDash exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as each Deliveroo Director holding Deliveroo Shares (in a personal capacity or through a nominee), including Will Shu, has irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings, amounting in aggregate to 96,727,659 Deliveroo Shares (representing, in aggregate, approximately 6.462% of the Deliveroo. In addition to the irrevocable undertakings from the Deliveroo Directors referred to above, DoorDash has also received irrevocable undertakings from DST Global and Greenoaks in respect of a total of 134,215,341 Deliveroo Shares, representing, in aggregate, approximately 8.967% Shares.
The transaction is subject to court approval, the receipt of certain regulatory and antitrust approvals, being the EU Antitrust Condition, the UK Antitrust Condition, the Italian FDI Condition and the EU FSR Condition and Deliveroo shareholders approval. As of May 6, 2025, Deliveroo Independent Committee intends to recommend unanimously Scheme Shareholders and board of directors of DoorDash, Inc has approved the transaction. As of May 22, 2025, The Court Meeting and the General Meeting of Scheme Shareholders to be held on June 16, 2025. As of June 16, 2025, At the General Meeting of Deliveroo Shareholders has approved the transaction. The deal is expected to complete in the final three months of 2025. As of July 16, 2025, the transaction is expected to close during the fourth quarter of 2025. As of September 9, 2025, EU Antitrust Condition, the Italian FDI Condition and the EU FSR Condition have now been satisfied. AS of September 18, 2025, Deliveroo announced that Will Shu, Founder and Chief Executive Officer, has decided to step down as CEO once the scheme in relation to the offer from DoorDash, Inc. becomes effective. Will Shu remains CEO until that date. On September 30, 2025, the Court has passed an order sanctioning the Scheme. The transaction is expected to close on October 2, 2025.
Anthony Gutman, Jane Dunlevie, Owain Evans, Bertie Whitehead and Cara Pazdon of Goldman Sachs International acted as financial advisor for Deliveroo plc. Nancy Peretsman and Omar Isani of Allen & Company LLC acted as financial advisor for Deliveroo plc. White & Case LLP acted as legal advisor for Deliveroo plc. Dwayne Lysaght, Matthew Gehl, Neil Dalal, Jonty Edwards, and Valentina Proverbio of J.P. Morgan Securities LLC and J.P. Morgan Securities plc acted as financial advisor to DoorDash, Inc. Nicola Tennent and Rob Mayhew of Barclays Bank PLC acted as financial advisor and White & Case (London) Ltd. acted as legal advisor to Deliveroo. Ed Barnett, Doug Abernethy, David Little, Sarah Gadd, Jason Licht, Christopher Clark, Hayden Teo, Hugh O’Sullivan, Delyth Hughes, Christian McDermott; and Fiona Maclean of Latham & Watkins acted as legal advisor to DoorDash. Equiniti Limited is the registrar to Deliveroo. Simon Wood, Vinay Rawal, Ewen Scott and Paul Denham of Addleshaw Goddard acted as legal advisor to J.P. Morgan. Equiniti Limited acted as Registrar to Deliveroo plc.
DoorDash, Inc. (NasdaqGS:DASH) completed the acquisition of Deliveroo plc (LSE:ROO) from group of shareholders on October 2, 2025. The Deliveroo Shares on the London Stock Exchange is expected to be delisted on October 3, 2025.