This is a press release by Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com” or the “Company”) in connection with the recommended public offer by MIH Bidco Holdings B.V., an indirectly wholly-owned subsidiary of Prosus N.V. (“Prosus”) for all the issued and outstanding ordinary shares, American depositary shares and CREST depositary interests in the capital of the Company (the “Offer”). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of the offer memorandum dated 19 May 2025 (the “Offer Memorandum”), as approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten). This press release is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication, or distribution would be unlawful. Capitalized terms not defined in this press release have the same meaning as given thereto in the Offer Memorandum.
JUST EAT TAKEAWAY.COM EGM ADOPTS ALL RESOLUTIONS IN RELATION TO THE RECOMMENDED PUBLIC OFFER BY PROSUS
The Extraordinary General Meeting (EGM) of Just Eat Takeaway.com N.V. (AMS: TKWY), hereinafter the “Company”, or together with its group companies “Just Eat Takeaway.com”, has today approved all proposals on the agenda in connection with the recommended public Offer by Prosus.
As a result of the adoption of the Post-Offer Restructuring Resolutions, the Acceptance Threshold for the transaction has been reduced from 95% to 80% of Just Eat Takeaway.com's total issued and outstanding share capital as at the Closing Date. Reference is made to section 5.6 of the Offer Memorandum.
Just Eat Takeaway.com and Prosus continue to work constructively to satisfy all other Offer Conditions and are making timely progress. Further to the update on Regulatory Clearances in section 4.3.4 of the Position Statement, Just Eat Takeaway.com confirms that the Dutch Central Bank (De Nederlandsche Bank) has since issued a declaration of no objection. All applications for the Regulatory Clearances, as set forth in the Offer Memorandum, have been submitted. Prosus submitted its formal filing to the European Commission on 20 June. The competition clearance from the European Commission is the only outstanding Regulatory Clearance that is required.
The voting results of the EGM will be published on the Just Eat Takeaway.com website https://www.justeattakeaway.com/investors/shareholders-meetings/. Draft minutes of the EGM will be published no later than three months after the end of the meeting.
The information in this press release is not intended to be complete. More information about the Offer can be found in the Offer Memorandum and the Position Statement, which can be found on the Just Eat Takeaway.com website https://www.justeattakeaway.com/investors/shareholders-meetings/.
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 356,000 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.
Most recent information is available on our corporate website and follow us on LinkedIn and X.
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