TIDMJET
RNS Number : 9209B
Just Eat Takeaway.com N.V.
15 June 2021
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, 15 June 2021
Just Eat Takeaway.com completes acquisition of Grubhub
Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET , NASDAQ: GRUB
), hereafter the "Company" or "Just Eat Takeaway.com", and Grubhub
Inc. (NYSE: GRUB) ("Grubhub") are pleased to announce the
completion of the Company's acquisition of 100% of the shares of
Grubhub in an all-share combination (the "Transaction").
The Transaction represents Just Eat Takeaway.com's entry into
online food delivery in the United States and builds on the
strategic rationale for the Company's merger with Just Eat plc. As
a result of the Transaction, the Enlarged Group is now built around
four of the world's most attractive markets in online food
delivery: the United States, the United Kingdom, the Netherlands
and Germany, increasing the Enlarged Group's ability to deploy
capital and resources to strengthen its competitive positions in
all markets.
Statement from Jitse Groen, CEO and founder of Just Eat
Takeaway.com:
"I have always believed that the combination of Takeaway.com,
Just Eat and Grubhub is a winning combination. The new company is
the market leader in Europe, Canada and Australia, with very strong
positions in the most important markets in the United States. It is
humbling to run such a company after our start in Holland more than
twenty years ago. We welcome Matt and his team to this great
company."
Statement from Matt Maloney, founder of Grubhub:
"I couldn't be more excited to enter this next chapter of
Grubhub's story with the global leadership and experience of the
Just Eat Takeaway team. Our companies share an unwavering focus on
supporting restaurants and our communities around the world.
Together we will continue to innovate and break new ground in our
industry as we each have separately for the past 20 years."
As a result of the Transaction, New Just Eat Takeaway.com Shares
(represented by New Just Eat Takeaway.com ADSs) have now been
issued for the benefit of Grubhub Stockholders in satisfaction of
the consideration due under the terms of the Transaction. As a
result, Grubhub Stockholders have received New Just Eat
Takeaway.com ADSs representing approximately 30% of the Company's
issued share capital as of completion of the Transaction. In
addition, Grubhub requested that the New York Stock Exchange
("NYSE") delist Grubhub's common stock, and, as a result, trading
of the Grubhub common stock, which traded under the ticker symbol
"GRUB" on the NYSE, was suspended following the close of trading on
14 June 2021 . T he New Just Eat Takeaway.com ADSs are expected to
begin trading on Nasdaq under the ticker symbol "GRUB" on 15 June
2021.
The Company also confirms that, as described in the prospectus
published by the Company on 12 May 2021 (the "Prospectus"), the
admission of 62,798,005 New Just Eat Takeaway.com Shares to the
premium listing segment of the UK Official List and to trading on
the London Stock Exchange's main market for listed securities took
place at 8:00 am BST / 9.00 am CET, 15 June 2021 and that the
admission of 62,798,005 New Just Eat Takeaway.com Shares to listing
and trading on Euronext Amsterdam also took place at 8:00 am BST /
9.00 am CET, 15 June 2021.
Consequently, Just Eat Takeaway.com's total issued share capital
as at 15 June 2021 comprises 211,621,200 ordinary shares of EUR
0.04 each with voting rights. The Company holds no shares in
treasury. The total number of voting rights in the Company is
therefore 211,621,200 and this figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules and the Dutch
Financial Markets Supervision Act (Wet op het financieel
toezicht).
As a result of the Transaction, it is expected that Matt
Maloney's appointment to the Just Eat Takeaway.com management
board, and the appointments of Lloyd Frink and David Fisher to the
Just Eat Takeaway.com supervisory board, will become effective
shortly after completion, subject only to receiving from each of
them formal confirmation that they accept their respective
appointments.
Capitalised terms not otherwise defined in this announcement
have the same meaning given to them in the Prospectus.
Just Eat Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Jörg Gerbig, COO
Investors:
Joris Wilton
E: IR@justeattakeaway.com
Media:
E: press@justeattakeaway.com
For more information, please visit the Company's corporate website:
https://www.justeattakeaway.com/
Additional information on https://justeattakeaway.com
* Company Update June 2021 Presentation
BofA Securities
(Sponsor, joint financial adviser and corporate +44 (0) 20 7628
broker to Just Eat Takeaway.com) 1000
Ference Lamp
Peter Luck
Ric Spencer
Kieran Millar
Goldman Sachs International
(Joint financial adviser and corporate broker to +44 (0) 20
Just Eat Takeaway.com) 77741000
Clif Marriott
Barry O'Brien
Nick Harper
Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek
N.V. and Slaughter and May are retained as legal advisers to Just
Eat Takeaway.com.
About Just Eat Takeaway.com
Just Eat Takeaway.com (LSE: JET, AMS: TKWY, NASDAQ: GRUB) is a
leading global online food delivery marketplace.
Headquartered in Amsterdam, the Company is focused on connecting
consumers and restaurants through its platforms, offering consumers
a wide variety of food choice. Just Eat Takeaway.com mainly
collaborates with delivery restaurants, but also provides its
proprietary restaurant delivery services for restaurants that do
not deliver themselves.
The Company has rapidly grown to become a leading online food
delivery marketplace with operations in the United States, 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 Colombia and
Brazil.
Disclaimers
Important Notice Relating to the Sponsor and Financial
Advisers
Merrill Lynch International, which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the
FCA and the PRA in the United Kingdom, is acting as sponsor
exclusively for Just Eat Takeaway.com in connection with the
Transaction and for no one else and will not be responsible to
anyone other than Just Eat Takeaway.com for providing the
protections afforded to clients of Merrill Lynch International or
for providing advice in connection with the Transaction.
Bank of America Europe DAC, Amsterdam Branch (together with
Merrill Lynch International, "BofA Securities"), a subsidiary of
Bank of America Corporation, is acting as financial adviser
exclusively for Just Eat Takeaway.com in connection with the
Transaction and for no one else and will not be responsible to
anyone other than Just Eat Takeaway.com for providing the
protections afforded to its clients or for providing advice in
connection with the Transaction.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively as financial adviser for Just Eat Takeaway.com and no
one else in connection the Transaction and will not be responsible
to anyone other than Just Eat Takeaway.com for providing the
protections afforded to clients of Goldman Sachs International, or
for providing advice in connection with the Transaction.
Forward Looking Statements
This announcement may contain "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, difficulties and delays
in integrating Grubhub's and Just Eat Takeaway.com's businesses ;
failing to fully realise anticipated synergies, cost savings and
other anticipated benefits of the merger when expected or at all ;
potential adverse reactions or changes to business relationships
resulting from the completion of the merger ; 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 long-term value of the common
stock of the combined company ; the continued availability of
capital and financing ; 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 any 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 and
Just Eat Takeaway.com's filings with the SEC, including Grubhub's
Annual Report on Form 10-K filed with the SEC on 1 March 2021,
Grubhub's Quarterly Reports on Form 10-Q and any further
disclosures Grubhub makes in Current Reports on Form 8-K, and Just
Eat Takeaway.com's registration statement on Form F-4, which was
declared effective by the SEC on 12 May 2021, and Current Reports
on Form 6-K. Grubhub's SEC filings are available electronically on
Grubhub's investor website at https://investors.grubhub.com and
Grubhub's and Just Eat Takeaway.com's SEC filings are available
electronically on the SEC's website at https://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 also 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 https://www.justeattakeaway.com/ .
Except as required by law, none of Grubhub, Just Eat
Takeaway.com, BofA Securities or Goldman Sachs International assume
any 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. No representation, assurance or guarantee is made that the
occurrence of the events expressed or implied in any
forward-looking statement will come to pass, in whole or in part,
and none of Just Eat Takeaway.com, Grubhub, BofA Securities,
Goldman Sachs International, nor any of the foregoing persons'
affiliates or their respective directors, officers, employees,
agents and/or advisers accept any responsibility for such
forward-looking statements. 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.
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 U.S. Securities Act of 1933, as
amended and applicable United Kingdom, Dutch and other European
regulations.
General
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. Nothing contained herein constitutes or
should be construed as (i) investment, tax, financial, accounting
or legal advice (ii) a representation that any investment or
strategy is suitable or appropriate to any individual investor or
(iii) a personal recommendation to any individual investor.
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part of, this announcement.
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END
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