NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Further to the announcements made by Just Eat and Takeaway.com on 27 July 2019, the Board of Just Eat and the Management Board of Takeaway.com are pleased to confirm that they have reached an agreement in principle on the key terms of a possible all-share combination of Just Eat and Takeaway.com to create Just Eat Takeaway.com N.V. (the “Combined Group”). The Supervisory Board of Takeaway.com has approved in principle the key terms of the Possible Combination.

The Possible Combination would create one of the largest online food delivery companies in the world, with scale, strategic vision, industry leading capabilities, leading positions in attractive markets and a diversified geographic presence. The Possible 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, customers, employees and other stakeholders.

Key terms

• Under the proposed terms of the Possible Combination, Just Eat shareholders would be entitled to receive:

0.09744 Takeaway.com shares in exchange for each Just Eat share

• Immediately following completion of the Possible Combination, Just Eat shareholders would own approximately 52.2 per cent. and Takeaway.com shareholders would own approximately 47.8 per cent. of the share capital of the Combined Group (based on the fully diluted ordinary issued share capital of Takeaway.com (but excluding dilution from any conversion of Takeaway.com’s convertible bonds) and the fully diluted share capital of Just Eat, in each case, as at the date of this announcement).

• The proposed terms of the Possible Combination imply a value for Just Eat of 731 pence per share based on Takeaway.com’s closing share price on 26 July 2019 of €83.55. This value represents a premium of 15 per cent. to Just Eat’s closing share price on 26 July 2019 (being the last business day before the date of this announcement).

• Upon completion of the Possible Combination, it is intended that Mike Evans, currently the Chairman of Just Eat, will assume the role of Chairman of the Supervisory Board of the Combined Group. Adriaan Nühn, currently Chairman of the Takeaway.com Supervisory Board, will assume the role of Vice-Chairman of the Supervisory Board of the Combined Group.
• It is also intended that, upon completion of the Possible Combination, 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. Brent Wissink, currently CFO of Takeaway.com, and Jörg Gerbig, currently COO of Takeaway.com, will assume the role of Co-COOs of the Combined Group.
• It is intended that Takeaway.com will retain its two-tier board structure following the completion of the Possible Combination, comprising a Supervisory Board of seven members, including Mike Evans, Adriaan Nühn, three members nominated by Just Eat and two members nominated by Takeaway.com, and a Management Board of four members being the three existing Takeaway.com Management Board members (Jitse Groen, Brent Wissink and Jörg Gerbig) and one existing Just Eat director (Paul Harrison).
• Upon completion of the Possible Combination, Takeaway.com intends that the Combined Group will be incorporated, headquartered and domiciled in Amsterdam, the Netherlands with a premium listing on the London Stock Exchange and will maintain a significant part of its operations in the United Kingdom.

Compelling strategic rationale

The Board of Just Eat and the Management Board of Takeaway.com believe that the Possible Combination is a highly compelling opportunity to create a combined business that will benefit from:

• Creating one of the world’s largest online food delivery platforms with 360 million orders worth €7.3 billion in 2018[1];

• 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 UK and the Netherlands;

• Ability to deploy capital and resources to strengthen its competitive positions as the company determines appropriate; and

• Operating leverage potential: greater ability to leverage investments, in particular in technology, marketing and restaurant delivery services across the combined business.

Next steps

Discussions regarding the other terms of the Possible Combination remain ongoing and are at an advanced stage. An announcement of a firm intention to make an offer on a recommended basis by Takeaway.com under Rule 2.7 of the Code remains conditional on, inter alia, agreement on the full terms and conditions of the Possible Combination, final approval of the Board of Just Eat and the Management and Supervisory Boards of Takeaway.com, and the unanimous and unconditional recommendation of the Possible Combination by the Board of Just Eat and the Management Board and Supervisory Board of Takeaway.com. Each of Takeaway.com and Just Eat reserves the right to waive any or all of these respective pre-conditions, in whole or in part. While there can be no certainty that any transaction will occur, Just Eat and Takeaway.com expect to provide a further update in due course. It is anticipated that the Possible Combination would be implemented by way of an offer for Just Eat by Takeaway.com. Accordingly until further notice, for the purposes of the Code, Just Eat will be treated as an offeree company.

In accordance with Rule 2.6(a) of the Code, Takeaway.com will have until no later than 5.00pm on 24 August 2019 (or such later time and/or date as may be agreed by the UK Panel on Takeovers and Mergers (“Takeover Panel”)) to announce either a firm intention to make an offer for Just Eat in accordance with Rule 2.7 of the Code or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement does not amount to an announcement of a firm intention to make an offer and accordingly there can be no certainty that an offer will be made even if the pre-conditions referred to above are satisfied or waived. Any transaction would be subject to approval by Takeaway.com shareholders (as required under Dutch law and Takeaway.com’s articles of association) and Just Eat shareholders, the completion of the applicable statutory works council consultation process by Takeaway.com in the Netherlands, as well as other customary terms and conditions.

Takeaway.com reserves the right to make an offer for Just Eat on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the Just Eat Board; (ii) if a third party announces a firm intention to make an offer for Just Eat which, at that date, is of a value less than the value implied by the Possible Combination; or (iii) following the announcement by Just Eat of a whitewash transaction pursuant to the Code. Takeaway.com reserves the right to adjust the terms of the Possible Combination to take account of the value of any dividend or other distribution which is announced, declared, made or paid by either party after the date of this announcement.

This announcement has been made with the consent of Just Eat and Takeaway.com.