February 26, 2025 | Consumer Discretionary | Europe | Active
On 24-Feb-25, Prosus, the Dutch technology investor and subsidiary of South Africa’s Naspers (NPN SJ), announced an agreement to acquire Just Eat Takeaway.com (“JET”) in an all-cash deal valued at €4.1bn. Structured as a public tender offer, Prosus is offering €20.30 in cash per JET share, cum-dividend, which implies a 63.3% one-day takeover premium. JET’s board unanimously recommends the offer and JET’s CEO and board members, collectively holding 8.1% of the target, have agreed to tender their shares into the offer. Prosus said it plans to finance the acquisition using its existing cash resources. The offer is subject to a 95% minimum acceptance threshold that will be lowered to 80% if JET shareholders approve the resolutions necessary for an asset sale and liquidation. Prosus retains the right to unilaterally reduce the threshold to 67%, thus providing it with flexibility to close the deal. If Prosus secures at least 95% of JET, it will initiate a statutory squeeze-out procedure, and if it obtains at least 80% but less than 95%, the companies have agreed to execute a post-closing asset sale transaction. This entails transferring all JET’s assets and liabilities to Prosus at the same price per share as the offer. Subsequently, JET would be liquidated, with a distribution to shareholders equal to the offer price, net of applicable taxes and without interest. The asset sale and liquidation requires approval by JET shareholders. Prosus has committed to several non-financial covenants, including maintaining JET’s headquarters in Amsterdam, retaining key brands, and supporting the company’s previously communicated strategy. The buyer has also pledged not to pursue a break-up of JET and to fund its growth initiatives, with no material workforce reductions, and plans to offer retention and incentive arrangements to JET’s employees and management. These covenants will remain in effect for two years post-closing, and two independent JET supervisory board members will oversee compliance. Otherwise, the offer is subject to customary conditions, including the absence of a material breach of the merger agreement and no MAC. JET will pay a €41m termination fee if it terminates the agreement to accept a superior offer; Prosus will pay €410m if the deal fails due to regulatory reasons. Prosus has identified certain regulatory jurisdictions requiring approvals, including the EU and the UK, and intends to engage with regulators promptly. JET needs to complete the works council consultation process before proceeding with the offer, which it intends to initiate “as soon as feasible.” The tender offer will only launch in ...
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