(Recasts after Takeway.com statement)
By Paul Sandle and Toby Sterling
BARCELONA/AMSTERDAM, Nov 13 (Reuters) - The chief executive
of food ordering company Takeaway.com on Wednesday
said he did not want to overpay as his company pursues an agreed
merger with Britain's Just Eat, despite a higher
unsolicited offer from rival Prosus.
Takeaway's current all-share bid values Just Eat at 4.3
billion pounds ($5.5 billion), and Takeaway shareholders would
receive around 48% of the combined company.
In a small crowd of investors and reporters on the sidelines
of the Morgan Stanley European Technology, Media & Telecom
Conference in Barcelona, CEO Jitse Groen was asked if he wanted
to raise his bid.
“I don’t want to be the idiot that runs into a ratio that
doesn’t make any sense,” said Groen, referring to decreasing the
percentage of the shares Takeaway.com owners would hold in the
merged company.
When asked again if the answer was "no," Groen added "No.
Look, the combination is the new Booking.com, so I think for
investors, that's the thing to think about," he said, referring
to the online service that grew to dominate its sector by
offering the largest selection of hotels and an easy-to-use
ordering app.
Takeaway later issued a statement saying Groen "did not
state that the Takeaway offer will not be changed."
A spokesman for the company added Groen had not been answering a
reporter's question.
Prosus' cash offer of 710 pence values Just Eat at around
$6.3 billion, a premium of 12% to Takeaway.com's offer at the
current share price.
Groen, who owns 25% of Takeaway himself, said there was "a
lot" of backing from shareholders.
"Because they are the same shareholders, there's a lot of
overlap. People know our track record," he said.
A Takeaway spokesman said that Groen was not indicating any
level of shareholder support for the deal, but feels
well-supported by its shareholders generally.
Just Eat shares closed at 739.4 pence, a signal investors
still believe a higher offer is on the cards.
Investor Cat Rock, which holds 5.69% of Takeaway shares and
2.6% of Just Eat, has said it backs the merger and opposes the
Prosus bid as insufficient.
However, Aberdeen Standard Investments and Eminence Capital
with 4.92% and 4.26% of Just Eat respectively have said they
consider the Takeaway offer too low.
Prosus, which has argued it has more resources to invest
after poor third quarter results from Just Eat, responded on
Wednesday by saying that Takeaway underestimates "the level of
investment required in a sector that is changing rapidly".
"Ours is the only offer that provides the certainty of cash
to shareholders at an attractive and fair value," it said.
Takeaway also on Wednesday outlined plans to introduce
Takeaway's branded delivery service in Britain if its bid for
Just Eat succeeds, and to combine the two companies' IT systems
to save on costs.
Those changes would cost "tens of millions" of euros in the
short term but would strengthen the combination's competitive
position and lead to long-term growth, it said.
($1 = 0.7815 pounds)
(Reporting by Paul Sandle and Toby Sterling
Editing by Alexander Smith and Keith Weir)