Pitch Best Deal 2020: Takeaway.com – Just Eat
De beste deal van het jaar is meer dan het hoogste cijfertje in de krant en de kunst van het dealmaken is meer dan het opstellen van een contract. De Awards voor de beste deal zou dus niet alleen op de prijs van de deal gebaseerd moeten zijn, maar vooral op de – toegevoegde – waarde voor een bedrijf en de exit.
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Name of the deal: Takeaway.com and Just Eat merger
Date: Announced 31 July 2019, closed 31 January 2020
Published value: € 7.1 billion
Buyer: Takeaway.com
Target: Just Eat
M&A Database: View more details of this deal
Involved firms and advisors sell side:
Lazard (M&A Advisory), Bank of America Merrill Lynch (M&A Advisory), EY (Tax Advisory), KPMG (Financial Due Diligence), Deloitte (Financial Due Diligence), Takeaway.com (In house Corporate M&A), De Brauw Blackstone Westbroek (legal Advisory Corporate M&A), Slaughter and May (Legal Advisory Corporate M&A), NautaDutilh (Legal Advisory Corporate M&A)
Involved firms and advisors target:
Goldman Sachs (M&A Advisory), Oakley Capital (M&A Advisory), UBS Group (M&A Advisory), Linklaters (Legal Advisory Corporate M&A), Brunswick (PR Consultancy)
Pitch
Brief description deal / Deal outline:
Takeaway.com, a Dutch online food delivery platform and Just Eat, an UK-based online food delivery platform merge together as Just Eat Takeaway.com. With this all-share collaboration, both parties hope to scale up their business and strengthen their strategic vision. The two companies handled 355M orders worth €7.3bn in 2018. Just Eat shareholders will own 52.15 per cent of the merged group, with Takeaway.com shareholders holding 47.85 per cent. The new group will be headquartered and domiciled in Amsterdam, although the companies plan to maintain a number of Just Eat’s current headquarter functions in London. It will apply to list its shares on the London Stock Exchange and will retain a listing on Euronext Amsterdam for a year before rotating off that exchange. Jitse Groen, currently CEO of Takeaway.com, will assume the role of CEO of the Combined Group. Paul Harrison, currently CFO of Just Eat, will assume the role of CFO of the Combined Group.
Why should this deal win the Award for Best Deal 2020?
This landmark deal is already a highlight in the history of Dutch Entrepreneurship creating the world's largest online food delivery platform that later this year also added Grubhub.
The combination of Takeaway.com and Just Eat plc brought two leading firms together to create one of the world's largest online food delivery platforms with presence in 23 countries, partnering with (over) 155,000 restaurant partners, processing 355 million orders for its (over) 43 million active consumers, worth a total GMV of EUR 7.3 billion.
Just Eat Takeaway.com will also be the second largest online food delivery company in the world by revenue and the largest online food delivery company outside China. On a technical note, the combination will be affected by means of a (UK) scheme of arrangement pursuant to Part 25 of the (UK) Companies Act 2006, which brings a unique English law aspect to this deal.
Finally, this is already the fifth transaction undertaken by Take Away in a short period of 3 years. During these years Takeaway.com has gone through exceptional growth, now making Just Eat Takeaway.com the second largest online food delivery company in the world by revenue.
Deal rationale
A highly compelling opportunity that created a combined business that will benefit from:
- Creating one of the world's largest online food delivery platforms with 355 million orders worth €7.3 billion.
- A strong, founder-led management team with 40 years of combined experience in the sector;
- Strong leadership positions in many of the world’s largest food delivery markets, including the United Kingdom, Germany, the Netherlands and Canada;
- A platform built around two of the world’s largest profit pools in food delivery, the United Kingdom and the Netherlands;
- Ability to deploy capital and resources to strengthen its competitive positions as the combined entity determines appropriate;
- Operating leverage: greater ability to leverage investments, in particular in technology, marketing and restaurant delivery services across the combined business.
What is the impact of this deal for the company?
Just Eat Takeaway.com's management and supervisory boards comprises a mixture of former Just Eat and Takeaway.com board members. The combination creates 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. As part of the combination, Takeaway.com got approval for the listing and admission to trading of the share capital of Just Eat Takeaway.com N.V., on the Premium Segment of the London Stock Exchange’s Main Market for listed securities, the listing and admission to trading of the new Takeaway.com Shares on Euronext Amsterdam and inclusion of Just Eat Takeaway.com N.V. in the FTSE 100 Index and FTSE All-Share Index.
What is the impact of this deal for the direct stakeholders?
The Just Eat board of directors and the Takeaway.com management board believe that the combination has compelling strategic logic and represents an attractive opportunity for both companies 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.
Just Eat Takeaway.com will be formed as a result of a merger of equals, creating one of the world's largest online food delivery platforms. It will have a strong governance model, to challenge and support its management, and to ensure that the interests of all stakeholders are considered.
What is the impact of this deal on society?
The combination will create a leading global online food delivery marketplace in terms of orders, GMV and revenue, with strong brand recognition and consumer reach in each of their markets. Just Eat and Takeaway.com operate in complementary geographic regions, with the combination bringing enhanced scale and geographical diversification. Just Eat Takeaway.com N.V. will have a presence in 23 countries, in 15 of which Just Eat Takeaway.com N.V. will have #1 positions, partnering with over 155,000 restaurant partners. The enhanced scale and leading market positions of Just Eat Takeaway.com N.V. provide an opportunity to leverage best practices from Just Eat and Takeaway.com and create the broadest possible offering to both restaurant partners and consumers. As mentioned above, Just Eat Takeaway.com N.V. will have a founder-led management team and will be an entrepreneurial organisation with a strong culture focused on innovation in order to enhance the consumer experience.Additionally, both Just Eat and Takeaway.com have a strong history of in-house development and innovation.
Just Eat Takeaway.com N.V. owns proprietary products and technologies that can be used across the footprint to create best-in-class experiences for restaurant partners and consumers accessing a portfolio of leading and trusted brands. Just Eat Takeaway.com N.V. will also share best practices and knowledge from its existing delivery assets, Scoober and Skip the Dishes, to further develop existing world class logistics capabilities with a deep integration of value-add and operational services for restaurants.
