13 Nov 2019 07:00
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. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED STATES.
12 November 2019
Update on recommended Just Eat Takeaway.com Combination
Takeaway.com N.V. ("Takeaway.com") today provides an update on the recommended all-share combination (the "Combination") of Takeaway.com and Just Eat plc. ("Just Eat") (following the Combination, "Just Eat Takeaway.com").
Takeaway.com continues to believe that the Combination has compelling strategic rationale and represents an attractive opportunity for both Just Eat and Takeaway.com to build on their strong existing platforms with the potential to deliver substantial benefits to respective shareholders, consumers, employees and other stakeholders.
Takeaway.com today publishes a presentation setting out the strategic rationale of the Combination, including an overview of strategic initiatives expected to be implemented by Just Eat Takeaway.com.
Management expects to expand Just Eat's position as market leader in the UK with initiatives expected to include the introduction of Scoober to the UK, leveraging Scoober's existing European technology and knowledge. These strategic changes are expected to incur costs in the tens of millions of euros per year, but are expected to reposition Just Eat Takeaway.com for long term growth and profitability, restore a healthy mix between marketplace and logistics, strengthen its competitive position and should result in increasing revenue. It also expects to deploy additional resources and investments in areas of increased competition outside of the UK. Scoober is currently active in 82 cities and will further be rolled out across Europe to enhance the network effects, with no material negative impact expected on the bottom line due to the expected increasing revenue.
Significant benefits are also expected from the rationalisation of Just Eat's current five IT platforms. While the timeline for a full integration has yet to be assessed, management expects the rationalisation of the majority of the platforms to be executable in a timely manner. It is envisaged that the integration will be kicked off by a centralisation in Continental Europe, in order to optimise the scalability and user experience of the business.
Takeaway.com has a strong track record of sensible M&A and successful integration with a clear strategy to maintain and expand market leadership along with a proven ability to obtain market-leading positions in competitive markets. Management will continue to maintain disciplined portfolio management, focused on market leading positions.
The full presentation can be found at https://corporate.takeaway.com/.
Takeaway.com
Jitse Groen, CEOBrent Wissink, CFOJoerg Gerbig, COO
Investors:Joris WiltonE: Joris.Wilton@takeaway.comT: +31 6 143 154 79
Media:
E: press@takeaway.com
For more information please visit our corporate website: https://corporate.takeaway.com
BofA Securities (Financial adviser to Takeaway.com)
Ference Lamp +44 (0) 20 7628 1000Peter Luck
Geoff IlesKieran Millar
Gleacher Shacklock (Financial adviser to Takeaway.com)
Tim Shacklock +44 (0) 20 7484 1150
Dominic Lee
James Dawson
Lewis Robinson
About Takeaway.com
Takeaway.com is the leading online food delivery marketplace in Continental Europe and Israel. The company is focused on connecting consumers and restaurants through its platform. With nearly 50,000 connected restaurants, Takeaway.com offers consumers a wide variety of food choice. Takeaway.com mainly collaborates with delivery restaurants. In addition, Takeaway.com also provides restaurant delivery services in 73 cities in ten countries for restaurants that do not deliver themselves.
Founded in 2000, Takeaway.com has rapidly grown to become the leading online food delivery marketplace of Continental Europe with operations in the Netherlands, Germany, Belgium, Poland, Austria, Israel, Switzerland, Luxembourg, Portugal, Bulgaria, and Romania. In the twelve months ended 30 June 2019, Takeaway.com processed more than 123 million orders from 16.7 million unique consumers.
With approximately 4,500 employees, Takeaway.com processed orders worth €2.3 billion and generated revenue of nearly €315 million in the twelve months ended 30 June 2019.
The company is listed on Euronext Amsterdam (AMS: TKWY).
BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Takeaway.com in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Takeaway.com for providing the protections afforded to its clients or for providing advice in relation to the Combination or any other matters referred to in this Announcement.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Takeaway.com and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Takeaway.com for providing the protections offered to clients of Gleacher Shacklock or for providing advice in relation to the Combination, the contents of this announcement or any matters referred to herein.
Forward Looking Statements
This announcement contains certain statements about Takeaway.com and Just Eat that are or may be forward-looking statements, including with respect to the Combination involving Takeaway.com and Just Eat. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Takeaway.com and Just Eat about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, forward-looking statements often include words such as "targets", "plans", "believes", "hopes", "continues", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "will look to", "budget", "strategy", "would look to", "scheduled", "goal", "prepares", "forecasts", "cost-saving", "is subject to", "synergy", "projects" or words or terms of similar substance or the negative thereof.
By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that the Combination will not be pursued or consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Combination if it is pursued, adverse effects on the market price of Takeaway.com's or Just Eat's ordinary shares or the Takeaway.com convertible bonds and on Takeaway.com's or Just Eat's operating results because of a failure to complete the Combination, failure to realise the expected benefits of the Combination, negative effects relating to the announcement of the Just Eat Takeaway.com Combination or any further announcements relating to the Combination or the consummation of the Combination on the market price of Takeaway.com's or Just Eat's ordinary shares or the Takeaway.com convertible bonds, significant transaction costs and/or unknown liabilities, the Takeaway.com and Just Eat group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), general economic and business conditions that affect the Takeaway.com and Just Eat group following the consummation of the Combination, changes in global, political, economic, business, competitive, market and regulatory forces (including exposures to terrorist activities, the repercussions of the UK's referendum vote to leave the European Union, the UK's exit from the European Union and Eurozone instability), future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.
Each forward-looking statement speaks only as of the date of this announcement. Neither Takeaway.com nor any of its associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the UK City Code on Takeovers and Mergers ("City Code"), the Listing Rules and the Disclosure Guidance and Transparency Rules), no member of the Takeaway.com group is under, or undertakes, any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Market share estimates contained in this announcement are based on outside sources, such as specialised research institutes, in combination with management estimates.
General
In accordance with Rule 26.1 of the City Code, a copy of this announcement is also available, subject to certain restrictions relating to persons located or resident in the Restricted Jurisdictions (as defined below), including the United States, on the website of Takeaway.com at https://corporate.takeaway.com. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The Takeaway.com offer for Just Eat ("Takeaway.com Offer") will be made solely by means of a Takeaway.com offer document and the form of acceptance accompanying the Takeaway.com offer document, which will contain the full terms and conditions of the Takeaway.com Offer, including details of how the Takeaway.com Offer may be accepted.
Overseas Shareholders
The release, publication or distribution of this announcement in certain jurisdictions, including the United States, may be restricted by law ("Restricted Jurisdictions"). Persons who are not located or resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Takeaway.com or required by the City Code, and permitted by applicable law and regulation, the Takeaway.com Offer will not be made, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction where to do so would violate the laws of that jurisdiction, and the Takeaway.com Offer will not be capable of acceptance from or within the United States or any other Restricted Jurisdiction where to do so would violate the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Takeaway.com Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from the United States or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Takeaway.com Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Takeaway.com Offer.
The availability of the Takeaway.com Offer to Just Eat shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of these securities in the United States.
Securities to be issued pursuant to the Takeaway.com Offer have not been, and will not be, registered under the US Securities Act of 1933, as amended ("US Securities Act") and may not be offered, sold or resold except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. Such securities will only be made available in the United States to qualified institutional buyers (as defined in Rule 144A under the US Securities Act) or accredited investors (as defined in Rule 501(a) under the US Securities Act) in transactions that are exempt from the registration requirements of the US Securities Act. Such shareholders will be required to make such acknowledgements and representations to, and agreements with, Takeaway.com as Takeaway.com may require to establish that they are entitled to receive such securities. A person who receives securities pursuant to the Takeaway.com Offer may not resell such securities without registration under the US Securities Act or without an applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act).
Securities to be issued pursuant to the Takeaway.com Offer have not been, and will not be, registered or qualified under the securities laws of any state or jurisdiction in the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available or such registration or qualification requirements have been complied with.
For purposes of the US Securities Exchange Act of 1934, as amended ("US Exchange Act"), it is intended that the Takeaway.com Offer will be made pursuant to Section 14(e) and Regulation 14E under the US Exchange Act and benefit from exemptions available to "Tier II" tender offers. Accordingly, the Takeaway.com Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d) of the US Exchange Act, do not apply. In accordance with normal UK market practice and Rule 14e-5 under the US Exchange Act, Takeaway.com, certain affiliated companies and its nominees, or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Just Eat shares, other than pursuant to the Takeaway.com Offer, before or during the period in which the Takeaway.com Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom.
The receipt of consideration by a US holder for the transfer of its Just Eat shares pursuant to the Takeaway.com Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as non-US and other, tax laws. Each Just Eat shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Takeaway.com Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.
No profit forecasts or estimates
Nothing in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Takeaway.com or Just Eat, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Takeaway.com or Just Eat, as appropriate.