The boards of Just Eat and Takeaway.com have reached agreement to combine their two European food delivery businesses.
The pair of publicly listed companies announced they were in talks to combine their businesses a week ago, saying then that talks were at an advanced stage.
Today they said their boards have reached agreement on the terms of “a recommended all-share combination”, and both will be recommending unanimously that shareholders vote in favor of the merger at respective meetings.
Meetings to seek shareholder approval are to be held no later than 20 December, and the pair say they expect the merger to be completed in Q4, assuming shareholders give the green light.
“The Combination would create one of the largest food delivery companies in the world, with scale, strategic vision, industry-leading capabilities, leading positions in attractive markets and a diversified geographic presence,” they write in today’s note, adding that the merger has “compelling strategic logic” and represents “an attractive opportunity” for both to build on “the strong individual platforms of Just Eat and Takeaway.com with the potential to deliver substantial benefits to respective shareholders, consumers, employees and other stakeholders”.
Commenting in a statement, Jitse Groen, CEO of Takeaway.com, also said: “The Combination of Just Eat and Takeaway.com creates one of the world’s largest and most powerful food delivery websites. It will become a formidable company that will make an impact on tens of millions of consumers across the globe; it will be at the forefront of product and tech development in the sector, and it will lead the way in its relationship with its consumers, restaurant partners, its staff, and its delivery drivers. It is a dreamed combination, created by the sector’s dream team, and I can only be grateful for the opportunity of leading it.”
In another supporting statement, Just Eat’s chairman Mike Evans added: “The Board believes that this is a compelling offer for Just Eat shareholders which will create a global leader in a dynamic and rapidly growing sector. Our businesses have a shared philosophy and culture, and together we will create one of the world’s largest online food delivery platforms with leading positions in key markets. With a significant commitment to the UK and to the employees of Just Eat, we believe the new combination and proven leadership team will allow us to better serve our millions of consumers and thousands of restaurant partners around the world. Just Eat will be a driving force in the creation of an exciting global leader and I am looking forward to working with Jitse and the talented Takeaway.com team to seize this opportunity together.”
Under the agreed terms, Just Eat shareholders will be entitled to receive 0.09744 Takeaway.com shares for each Just Eat share which they state implies a value for Just Eat of 731 pence per Just Eat share based on Takeaway.com’s closing share price on 26 July 2019 of €83.55 — representing a premium of 15% to Just Eat’s closing share price on 26 July 2019 (ahead head of the announcement of the merger talks).
While, following completion, Just Eat Shareholders will own approximately 52.15% and Takeaway.com Shareholders will own approximately 47.85% of the combined group — which is set to be called Just Eat Takeaway.com N.V., and will be headquartered in Amsterdam, in the Netherlands.
The pair say the current intention is to maintain “a number” of Just Eat’s current headquarter functions in London (they do not state how many or which), and “a significant part of its operations in the United Kingdom, including its existing operations in London, Borehamwood and Bristol”.
“A full assessment of the Combined Group’s other locations has not yet been conducted, and as a result, there are no specific plans in relation to these other locations,” they add.
A two-tier board structure is planned for the merged entity, with a management board and supervisory board, both of which will comprise a mix of members from the Takeaway.com boards and from the Just Eat board — including current Takeaway.com CEO Groen assuming the role of CEO of the combined group and Paul Harrison, the current CFO of Just Eat, taking up the CFO role for the merged entity, while Takeaway.com’s current CFO, Brent Wissink, will become co-COO of the combined group, along with Takeaway.com’s current COO Jörg Gerbig.
For the supervisory board, the plan is for current Just Eat chairman Evans to take the chairman role, while Adriaan Nühn, currently the chairman of the Takeaway.com supervisory board, will be vice-chairman and senior independent non-executive director.
The supervisory board will also comprise three independent non-executive members identified by Just Eat and two non-executive members identified by Takeaway.com.
The pair say approval will be sought for the listing and admission to trading of the enlarged share capital of the Combined Group on the Premium Segment of the London Stock Exchange’s Main Market for listed securities; and of the new Takeaway.com shares on Euronext Amsterdam; and inclusion of the Combined Group in the FTSE 100 Index and FTSE All-Share Index.
“Based on initial discussions with FTSE, Takeaway.com and Just Eat anticipate that the Combined Group would be eligible for inclusion in the FTSE 100 Index and the FTSE All-Share Index from completion of the Combination,” they add.
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