Takeaway.com responds to the revised cash offer for Just Eat

Takeaway.com N.V. (“Takeaway.com”) notes the announcement by Prosus N.V. (“Prosus”) revising the terms of its offer to acquire the entire issued and to be issued ordinary share capital of Just Eat plc (“Just Eat”) (the “Revised Prosus Offer”).

• The Revised Prosus Offer at 740p:

o remains derisory, offering a cash premium of only 16%

o would deprive Just Eat Shareholders of any future value creation opportunity

• Just Eat Shareholders are encouraged to support the superior Takeaway.com all-share combination

Jitse Groen, CEO of Takeaway.com, stated: "A slightly higher derisory cash bid remains a derisory cash bid.”

The Revised Prosus Offer of 740p remains derisory as a cash exit price. It represents a premium of only 16% to Just Eat’s undisturbed share price of 636p on 26 July 2019. This is materially lower than the median premium paid for precedent offers for UK companies1 over the last 10 years of 40%, and a discount of 9% to Just Eat’s recent high share price of 812 pence on 13 August 2019.

This opportunistic offer significantly undervalues Just Eat and the value that the Just Eat Takeaway.com Combination will deliver to shareholders. Under the Takeaway.com Offer, if the Combined Group’s shares were valued at Takeaway.com’s average trading multiple since its IPO in 2016, Just Eat’s shares would be illustratively worth c. £11 each2.

Takeaway.com has today posted a circular to Just Eat Shareholders that sets out in detail the reasons why the Takeaway.com Offer is far superior to a Prosus cash offer. We therefore encourage Just Eat Shareholders to ignore the Prosus proposal and instead accept the Takeaway.com Offer.