Tech giant Prosus has threated Just East investors that it will withdraw its takeover bid if they back a merger with Takeaway.com.
The Telegraph reported that despite being armed with a €20bn (£17bn) warchest, Prosus’ boss Bob van Dijk is telling Just Eat shareholders that Prosus is not interested in buying both companies.
Just Eat has rejected a £5bn hostile swoop by Prosus, the Dutch arm of South Africa internet titan Naspers. Its board is instead recommending investors support a planned merger with Takeaway.com that was announced this summer.
The Euronext and JSE-listed tech giant owned by Naspers has made a bid of 4.9 billion pounds ($6.35 billion or R94 billion) or 710 pence a share, in cash. For more read: Naspers’ Prosus Makes R94bn Bid For Just Eat
Just Eat is looking to complete a merger with Takeaway.com.
On Monday, Prosus said in the offer document that the proposed combination with Takeaway.com will not fully or effectively address the challenges Just Eat is facing.
“Takeaway.com executives have consistently expressed pessimism about the merits of the own-delivery business model. Takeaway.com’s own-delivery proposition Scoober represented less than five per cent. of Takeaway.com’s reported total orders in the first half of 2019,” said Prosus.
“Takeaway.com’s valuation was near an all-time high when it made its offer for Just Eat, with Takeaway.com trading at the highest multiples amongst its peers.”
The Naspers-owned tech giant said it believes that the use of highly valued shares to acquire a business facing significant competitive challenges presents significant downside risk for Just Eat shareholders.
Since the start of the offer period, the high-growth internet sector has fallen 23.7%.
“The Takeaway.com share price has fallen 12.4% during this period,” Prosus explained in a move to convince Just Eat shareholders to accept its offer.
“Against this backdrop, continued market volatility and macro-economic uncertainty, the offer provides Just Eat shareholders with a compelling and certain cash value at a premium to the Takeaway.com offer”
Prosus said with its global experience and own-delivery expertise is best positioned to assist Just Eat and its management in the next phase of its development.
“Having identified early the strategic need to invest in own-delivery capabilities, Prosus has a long and successful track record of investing in and building out market-leading hybrid and own-delivery businesses in some of the largest Food Delivery markets globally” the company said.
“Prosus has a long-standing track record of partnering with existing leadership teams to successfully build and scale businesses. Prosus has focused on the long-term success of its portfolio companies, supporting them with the investment required to compete effectively.
“Prosus and Just Eat are partners in Brazil today through their iFood joint venture and both companies and their management teams have worked in close collaboration and built a long-standing relationship as co-investors in the business. Given the successful track record and momentum of iFood, the proposed transaction is the logical next step in the relationship between the two companies.”
Through this proposed acquisition, Prosus said it will back Just Eat’s management team and employees and support the next phase of Just Eat’s development.
“Prosus has the conviction and financial resources to invest in Just Eat’s product, technology, marketing and own-delivery capabilities and help Just Eat achieve its long-term potential, whilst also targeting an appropriate risk-adjusted return on invested capital for Prosus shareholders.”
Prosus is a strategic global investor and operator focused on creating long-term value by building and scaling consumer internet businesses through organic growth and strategic M&A. It aims to build strong companies that create value by addressing big societal needs in high-growth markets with long-term potential.
The company owns big food delivery brands such as iFood, Swiggy and DeliveryHero.
Prosus came to market in September 2019 through the listing of the international internet assets of Naspers, a global consumer internet group and remains 74.06% owned by Naspers.
Its businesses and investments serve more than 1.5 billion people in 89 markets and are amongst the leading players in 77 of those markets. The group directly employs more than 20,000 people globally, with many more employed by its associates.
The Just Eat Group operates a leading global hybrid marketplace for online Food Delivery, connecting over 27 million consumers with more than 107,000 restaurant partners across the UK, Australia, New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.
Founded in Denmark in 2001 by five entrepreneurs, Just Eat is a FTSE 100 listed company and one of the leaders in online and mobile food ordering.