Prosus acquires Just Eat Takeaway.com

Name of the deal: Prosus acquires Just Eat Takeaway.com
Date announced and/or closed: Announcement date: 24 February 2025  Closing date: 1 October 2025
Published value: EUR 4.1 billion
Buyer(s): MIH Bidco Holdings B.V., an entity owned by Prosus N.V.
Target: Just Eat Takeaway.com N.V.
Seller: Shareholders of Just Eat Takeaway.com N.V.

Involved firms and advisors

Involved firms and advisors buy side:
Goldman Sachs is acting as financial advisor and Allen Overy Shearman Sterling LLP as legal adviser to Prosus. Skadden, Arps Slate, Meagher & Flom LLP is acting as competition counsel. Brunswick Group and FGS are acting as Prosus’ communications advisors.

Involved firms and advisors target:
Gleacher Shacklock LLP and Morgan Stanley & Co. International plc are acting as financial advisor to JET.  De Brauw Blackstone Westbroek N.V. is acting as legal advisor to JET (both transaction and competition counsel). Lazard B.V. has provided an indepen

Involved firms and advisors sell side:
N/A

Pitch

Brief description deal / Deal outline
Prosus, the global technology company, has made an offer for all shares in Just Eat Takeaway.com N.V., a leading global on-demand delivery company listed on Euronext Amsterdam. The offer values 100% of the shares of Just Eat Takeaway.com at approximately EUR 4.1 billion.

Why should this deal win the Award for Best Deal 2025?
About Prosus
Prosus is a global technology company, unlocking an AI-first world for its 2 billion customers.  With investments in more than 100 companies across the world, Prosus is building local ecommerce champions in growth markets. Prosus has a strong track record in food delivery, having invested more than US$10 billion globally in driving the category’s momentum and success. Today, Prosus’ food businesses span 70+ countries, serving 1m+ restaurants around the world. The current portfolio includes full ownership of iFood, Latin America’s leading food delivery platform; together with non-controlling positions including: a 28% stake in Delivery Hero, a leading global food delivery company; an approximate 4% stake in Meituan, the world’s largest food delivery business, and a 25% stake in Swiggy, India’s largest food and grocery delivery platform, which recently completed a successful IPO in India.

About Just Eat Takeaway.com
Just Eat Takeaway.com (AMS: TKWY) is one of the world’s leading global on-demand delivery companies.

Headquartered in Amsterdam, the Company is focused on connecting consumers and Partners through its platforms. With 362,000 connected Partners, Just Eat Takeaway.com offers consumers a wide variety of choices from restaurants to retail.

Just Eat Takeaway.com has rapidly grown to become a leading online food delivery marketplace with operations in Australia, Austria, Belgium, Bulgaria, Canada, Denmark, Germany, Ireland, Israel, Italy, Luxembourg, Poland, Slovakia, Spain, Switzerland, the Netherlands and the United Kingdom.

Just Eat Takeaway.com operates in 17 international markets, with leading positions in the majority of its markets. Across its markets, it connects 61 million customers with over 356,000 local partners. As one of Europe’s most recognised food delivery brands platforms, Just Eat Takeaway.com has strong brand awareness in most of its markets. In 2024 it generated €26.3 billion in GTV (€18.9 billion excl. Grubhub) and delivered an adjusted EBITDA of €460 million (€313 million excl. Grubhub).

The acquisition of Just Eat Takeaway.com N.V. (JET) by Prosus N.V. stands out as a strategically significant transaction, with the potential to reshape the global on-demand delivery sector.

• Acquiring Just Eat Takeaway.com provides a unique opportunity for Prosus to build a European food delivery champion and strengthen Prosus’ position in a key growth sector, complementing its existing food delivery footprint outside of Europe.
• Just Eat Takeaway.com has a strong foundation, market leading positions in profitable core markets and considerable growth potential, which Prosus intends to build upon.
• With Prosus’ investment, technology and vast tech expertise, Just Eat Takeaway.com will be well-positioned to strengthen its brands, enhance operations, and drive future growth well beyond its standalone potential.
• Just Eat Takeaway.com continues to be based in Amsterdam under its existing name and will maintain its key brands.
• EUR 20.30 per share in cash represents a premium of 63% to the Company’s closing share price on 21 February 2025, and a 49% premium over the 3-month VWAP.
• Offer unanimously by Just Eat Takeaway.com’s management board and supervisory board.
• The Just Eat Takeaway.com board members holding shares, including Just Eat Takeaway.com’s CEO Jitse Groen, have committed to tender their Shares in the Offer, subject to the Offer being made and other customary conditions. These commitments represent approx. 8.1% of the Shares.
• Prosus funds the Transaction entirely through available funds.

The deal represents strong strategic alignment between Prosus’ global reach and technological expertise, and JET’s established operational capabilities and brand position in key markets. Acquiring JET provides a unique opportunity for Prosus to extend the leadership of a strong Europe-based food delivery platform, complementing Prosus’ existing food delivery footprint outside of Europe. Prosus is particularly well-positioned to invest in and accelerate growth at JET to unlock value well beyond its standalone potential, as well as reduce the risk inherent in the execution of JET’s standalone strategy as an independent publicly listed company.

Valued at approximately EUR 4.1 billion, the transaction delivers meaningful value for shareholders of JET. The unanimous recommendation by JET’s management and supervisory boards reflects shared confidence that the transaction is in the best interest of the company and its stakeholders.

The combination is expected to improve service offerings, enhance customer experiences and strengthen partnerships with drivers and restaurants, driven by investment in technology, infrastructure and operational efficiency.

Through the combined resources, sector expertise, and long-term strategic vision brought together in this transaction, JET is well-positioned to accelerate its growth trajectory. This foundation enables investment in advanced technologies, expansion of its global footprint, and the development of more sustainable delivery models – from streamlined logistics to reduced environmental impact.    In conclusion, in terms of strategic rationale, shareholder value, benefits for consumers and investment in technological advancement, the combination of Prosus and JET demonstrates the hallmarks of a transformative M&A deal and should win the award for Best Deal this year.

In addition, the transaction should win the award because of the complexity of the deal. This concerns a public offer, which is a technically complex transaction structure with oversight from the AFM as the competent regulator and public scrutiny from shareholders and other stakeholders. In addition, merger clearance was an important condition to the offer to which appropriate attention was given by Prosus, JET and their advisors. Parties agreed on a reverse termination fee of 8 to 10% of the offer price, which is higher than what is common for Dutch public offers.

Lastly, following completion of the offer, JET also launched a tender offer on its outstanding convertible bonds, which was completed successfully.

What is the impact of this deal for the company?
JET was founded in 2000 by its founder Jitse Groen. The company went public in 2016 and merged with Just Eat in 2020. Since its incorporation in 2000, JET has significantly grown its business, both organically and through M&A, to become a leading global on-demand food delivery company. The company’s objective has been to build and extend large scale and sustainably profitable positions in its countries, enhancing propositions to consumers in collaboration with its partners.

JET has recently streamlined its portfolio by divesting its US assets to sharpen its focus on core positions and is now transitioning from a period of portfolio optimisation and a drive for efficiency to a new phase of growth acceleration and platform investment. Prosus is the perfect partner to achieve this. In particular, Prosus’ AI capabilities have the potential to revolutionize operations at JET and enhance customer experience   and support for drivers, similar as was achieved for iFood in Brazil. The transaction provides an opportunity to couple Prosus’ investment expertise, tech and AI capabilities and innovation mindset, with JET’s brand strength and solid fundamentals.

What is the impact of this deal for the direct stakeholders?
The JET boards have agreed a robust set of non-financial covenants with Prosus to protect the interests of the various stakeholders of JET, including that Prosus shall respect the existing rights and benefits of JET’s employees, that Prosus does not envisage material reductions in the workforce as a consequence of the transaction and that employees are offered attractive training, personal development and career opportunities.

Prosus’s highly effective growth strategy at iFood, in Brazil, provides a ready guide to transform Just Eat Takeaway.com’s growth path through renewed focus across tech, product features, demand generation, offer quality and service. In particular, Prosus’s AI capabilities have been fundamental to the success of iFood. The implementation of AI has revolutionised operations at iFood and enhanced the customer experience and support for drivers, making it the most loved brand in Brazil. Similar opportunities exist at Just Eat Takeaway.com to improve the customer and driver experience, boost service reliability, and optimise logistics.

What is the impact of this deal on society?
The transaction is expected to improve service offerings to customers as well as improve cooperation with drivers and restaurants. The transaction is furthermore expected to boost further technological advancement in the food delivery sector.

What was most complex about this deal?
Any public transaction is complex in view of the high stakes and public nature of the deal. In addition, navigating merger clearance was a challenging aspect of this transaction.