TIDMJET
RNS Number : 3961B
Just Eat Takeaway.com N.V.
07 October 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
Amsterdam, 7 October 2020
Just Eat Takeaway.com EGM approves acquisition of Grubhub
The Extraordinary General Meeting ("EGM") of Just Eat
Takeaway.com N.V. (AMS: TKWY, LSE: JET), (the "Company" or "Just
Eat Takeaway.com") has approved the acquisition of Grubhub Inc.
(NYSE: GRUB), ("Grubhub") and the appointment of Matthew Maloney as
a member of the Management Board and the appointments of Lloyd
Frink and David Fisher as members of the Supervisory Board,
effective as of closing. The EGM rejected the proposed supplement
to the remuneration policy of the Management Board in respect of
Matthew Maloney.
On 10 June 2020, Just Eat Takeaway.com announced it had entered
into a definitive agreement with Grubhub for the Company to acquire
100% of the shares of Grubhub in an all-share transaction (the
"Transaction"). Subject to satisfaction of conditions, completion
of the Transaction is anticipated to occur in the first half of
2021.
The voting results from the EGM will shortly be published on the
website of Just Eat Takeaway.com. In addition, a copy of the voting
results will be submitted to the UK Financial Conduct Authority's
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The draft
minutes will be made available on the Company's corporate website
within three months.
For further information related to the EGM, please visit the
Just Eat Takeaway.com website
https://www.justeattakeaway.com/investors/general-meeting/ .
Just Eat Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Joerg Gerbig, COO
Investors:
Joris Wilton
E: Joris.Wilton@takeaway.com
T: +31 6 143 154 79
Media:
E: press@takeaway.com
For more information please visit our corporate website:
https://www.justeattakeaway.com/
About Just Eat Takeaway.com N.V.
Just Eat Takeaway .com (LSE: JET, AMS: TKWY) is a leading global
online food delivery marketplace outside China.
Headquartered in Amsterdam, the Company is focused on connecting
consumers and restaurants through its platforms. With over 205,000
connected restaurants, Just Eat Takeaway.com offers consumers a
wide variety of food choice. Just Eat Takeaway.com mainly
collaborates with delivery restaurants. In addition, Just Eat
Takeaway.com provides its proprietary restaurant delivery services
for restaurants that do not deliver themselves.
The combination of Just Eat and Takeaway.com has rapidly grown
to become a leading online food delivery marketplace with
operations in the United Kingdom, Germany, the Netherlands, Canada,
Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland,
Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal,
Romania, Spain and Switzerland, as well as through partnerships in
Mexico, Colombia and Brazil.
Market Abuse Regulation
This press release contains inside information as meant in
clause 7(1) of the Market Abuse Regulation.
Disclaimers
Forward Looking Statements
This release contains "forward-looking statements" regarding
Grubhub, Just Eat Takeaway.com or their respective management's
future expectations, beliefs, intentions, goals, strategies, plans
and prospects, which, in the case of Grubhub, are made in reliance
on the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve
substantial risks, known and unknown, uncertainties, assumptions
and other factors that may cause actual results, performance or
achievements to differ materially from future results expressed or
implied by such forward-looking statements including, but not
limited to, the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of
Grubhub or Just Eat Takeaway.com to terminate the merger agreement;
the ability to obtain approval by Grubhub stockholders on the
expected schedule or at all; difficulties and delays in integrating
Grubhub's and Just Eat Takeaway.com's businesses; risks that the
proposed merger disrupts Grubhub's or Just Eat Takeaway.com's
current plans and operations; failing to fully realize anticipated
synergies, cost savings and other anticipated benefits of the
proposed merger when expected or at all; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger; the risk that
unexpected costs will be incurred; the ability of Grubhub or Just
Eat Takeaway.com to retain and hire key personnel; the diversion of
management's attention from ongoing business operations;
uncertainty as to the value of the Just Eat Takeaway.com ordinary
shares to be issued in connection with the proposed merger;
uncertainty as to the long-term value of the common stock of the
combined company following the proposed merger; the continued
availability of capital and financing following the proposed
merger; the outcome of any legal proceedings that may be instituted
against Grubhub, Just Eat Takeaway.com or their respective
directors and officers; changes in global, political, economic,
business, competitive, market and regulatory forces; changes in tax
laws, regulations, rates and policies; future business acquisitions
or disposals; competitive developments; and the timing and
occurrence (or non-occurrence) of other events or circumstances
that may be beyond Grubhub's and Just Eat Takeaway.com's control .
These and other risks, uncertainties, assumptions and other factors
may be amplified or made more uncertain by the COVID-19 pandemic,
which has caused significant economic uncertainty. The extent to
which the COVID-19 pandemic impacts Grubhub's and Just Eat
Takeaway.com's businesses, operations and financial results,
including the duration and magnitude of such effects, will depend
on numerous factors, which are unpredictable, including, but not
limited to, the duration and spread of the outbreak, its severity,
the actions taken to contain the virus or treat its impact, and how
quickly and to what extent normal economic and operating conditions
can resume. Forward-looking statements generally relate to future
events or Grubhub and Just Eat Takeaway.com's future financial or
operating performance and include, without limitation, statements
relating to the proposed merger and the potential impact of the
COVID-19 outbreak on Grubhub and Just Eat Takeaway.com's business
and operations. In some cases, you can identify forward-looking
statements because they contain words such as "anticipates,"
"believes," "contemplates," "could," "seeks," "estimates,"
"intends," "may," "plans," "potential," "predicts," "projects,"
"should," "will," "would" or similar expressions and the negatives
of those terms.
While forward-looking statements are Grubhub's and Just Eat
Takeaway.com's current predictions at the time they are made, you
should not rely upon them. Forward-looking statements represent
Grubhub's and Just Eat Takeaway.com's management's beliefs and
assumptions only as of the date of this release, unless otherwise
indicated, and there is no implication that the information
contained in this release is made subsequent to such date. For
additional information concerning factors that could cause actual
results and outcomes to differ materially from those expressed or
implied in the forward-looking statements, please refer to the
cautionary statements and risk factors included in Grubhub's
filings with the Securities and Exchange Commission (the "SEC"),
including Grubhub's Annual Report on Form 10-K filed with the SEC
on February 28, 2020, Grubhub's Quarterly Reports on Form 10-Q and
any further disclosures Grubhub makes in Current Reports on Form
8-K. Grubhub's SEC filings are available electronically on
Grubhub's investor website at investors.grubhub.com or the SEC's
website at www.sec.gov. For additional information concerning
factors that could cause future results to differ from those
expressed or implied in the forward-looking statements, please
refer to Just Eat Takeaway.com's non-exhaustive list of key risks
and cautionary statements included in Just Eat Takeaway.com's
Annual Report, which is available electronically on Just Eat
Takeaway.com's investor website at www.justeattakeaway.com. Except
as required by law, Grubhub and Just Eat Takeaway.com assume no
obligation to update these forward-looking statements or this
release, or to update, supplement or correct the information set
forth in this release or the reasons actual results could differ
materially from those anticipated in the forward-looking
statements, even if new information becomes available in the
future. All subsequent written and oral forward-looking statements
attributable to Grubhub, Just Eat Takeaway.com or any person acting
on behalf of either party are expressly qualified in their entirety
by the cautionary statements referenced above.
Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com
will file with the SEC a registration statement on Form F-4 to
register the shares to be issued in connection with the proposed
merger. The registration statement will include a preliminary proxy
statement of Grubhub /prospectus of Just Eat Takeaway.com which,
when finalized, will be sent to the stockholders of Grubhub seeking
their approval of the respective merger-related proposals. Also in
connection with the proposed merger, Just Eat Takeaway.com will
file with the Netherlands Authority for the Financial Markets
("AFM") and/or the UK Financial Conduct Authority ("FCA") a
prospectus for the listing and admission to trading on Euronext
Amsterdam and/or the admission to listing on the FCA's Official
List and to trading on the London Stock Exchange's Main Market for
listed securities of the shares to be issued in connection with the
proposed merger (the "Prospectus"). INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE
RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN
CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST
EAT TAKEAWAY.COM AND THE PROPOSED MERGER.
Investors and security holders may obtain copies of these
documents and any other documents filed with or furnished to the
SEC by Grubhub or Just Eat Takeaway.com free of charge through the
website maintained by the SEC at www.sec.gov, from Grubhub at its
website, investors. grubhub.com, or from Just Eat Takeaway.com at
its website www.justeattakeaway.com. The Prospectus, as well as any
supplement thereto, will be made available on the website of Just
Eat Takeaway.com at its website www.justeattakeaway.com.
Participants in the Solicitation
Grubhub, Just Eat Takeaway.com and their respective directors
and certain of their respective executive officers and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger under the rules of the SEC.
Information about Grubhub's directors and executive officers is
available in Grubhub's proxy statement dated April 9, 2020 for its
2020 Annual Meeting of Stockholders. To the extent holdings of
Grubhub securities by directors or executive officers of Grubhub
have changed since the amounts contained in the definitive proxy
statement for Grubhub's 2020 Annual Meeting of Stockholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents are
available free of charge from the sources indicated above, and from
Grubhub by going to its investor relations page on its corporate
website at investors.grubhub.com. Information about Just Eat
Takeaway.com 's directors and executive officers and a description
of their interests are set forth in Just Eat Takeaway.com 's 2019
Annual Report, which may be obtained free of charge from Just Eat
Takeaway.com 's website, www.justeattakeaway.com. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed merger when they become available.
Investors should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from
Grubhub or Just Eat Takeaway.com using the sources indicated
above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended and applicable United Kingdom, Dutch and other European
regulations.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
AGMMRBMTMTIMBIM
(END) Dow Jones Newswires
October 07, 2020 09:10 ET (13:10 GMT)
Just Eat Takeaway.com N.v (LSE:JET)
Historical Stock Chart
From Aug 2024 to Sep 2024
Just Eat Takeaway.com N.v (LSE:JET)
Historical Stock Chart
From Sep 2023 to Sep 2024