TIDMJET
RNS Number : 5918W
Just Eat Takeaway.com N.V.
19 August 2022
Amsterdam, 19 August 2022
Just Eat Takeaway.com sells iFood stake
Cash consideration totalling up to EUR1.8 billion
Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter
the "Company", or together with its group companies "Just Eat
Takeaway.com", has entered into a definitive agreement whereby the
Company is to sell its equity stake of approximately 33% in the
iFood joint venture to Prosus N.V. ("Prosus") in return for a cash
consideration totalling up to EUR1.8 billion (the
"Transaction").
Just Eat Takeaway.com has entered into an agreement with MIH
Movile Holdings B.V. ("Movile"), an affiliate of Prosus regarding
the sale of the Company's equity stake of approximately 33% in
iFood. The Transaction consideration will comprise EUR1.5 billion
in cash on closing and a deferred consideration, contingent on the
performance of the online food delivery sector over the next twelve
months, of up to EUR300 million. The consideration represents a n
equity multiple of over 5 times on the investments over the life of
the joint venture. The Transaction is subject to approval by the
Company's General Meeting.
Just Eat Takeaway.com remains focused on improving its
profitability and on a disciplined allocation of capital. It will
retain the transaction proceeds to maintain its balance sheet
strength and to service repayment s of its upcoming debt
maturities. The Company re-confirms its guidance as set out in its
half year 2022 results on 3 August 2022.
Next steps, conditions, and timeline
The Transaction constitutes a Class 1 transaction under the UK
Listing Rules. Completion of the Transaction is therefore
conditional on the adoption of an ordinary resolution (the
"Resolution") to approve the Transaction by the Company's general
meeting. Accordingly, a circular containing full details of the
Transaction, the Resolution, the Company's directors'
recommendation and irrevocable undertakings to vote in favour of
the Resolution, and the notice convening an Extraordinary General
Meeting ("EGM") at which such approval for the Resolution will be
sought, will be made available on the corporate website of Just Eat
Takeaway.com (https://justeattakeaway.com). The EGM is expected to
take place in the fourth quarter of 2022.
The Management Board and the Supervisory Board believe the
transaction to be in the best interests of the Company and all
stakeholders. T he members of the Management Board have issued an
irrevocable undertaking to vote, in their capacity as (indirect)
shareholders, in favour of the approval of the Transaction in the
EGM. Just Eat Takeaway.com has also agreed to a break fee in the
amount of EUR35 million, which will become due and payable if the
Resolution has not been adopted, or it becomes clear it will not be
adopted, on or before 17 February 2023 (the "Long Stop Date"). Such
Long Stop Date may be extended in accordance with the terms of the
agreement.
The Transaction is anticipated to be completed in the fourth
quarter of 2022, provided the Resolution has been adopted at the
EGM.
The Company, together with its advisors, continues to actively
explore the partial or full sale of Grubhub. There can be no
certainty that any agreement with any third parties regarding
Grubhub will be reached or about the timing or terms of any such
agreement. Any further announcements will be made as and when
appropriate.
Management Board
Jitse Groen, CEO
Brent Wissink, CFO
Enquiries
Investors:
Joris Wilton
E: IR@justeattakeaway.com
Media:
E: press@justeattakeaway.com
For more information, please visit our corporate website:
https://www.justeattakeaway.com/
About iFood
-- The iFood joint venture is headed by iFood Holdings B.V. and
IF-JE Holdings B.V. and is a leading online food and delivery
platform in Latin America
-- The carrying value of Just Eat Takeaway.com's investment in
the iFood joint venture was EUR1.744 billion as at 30 June 2022
-- Just Eat Takeaway.com's share of net losses attributable to
the iFood joint venture was EUR62 million in 2021
About Just Eat Takeaway.com
Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is one of the
world's leading global online food delivery marketplaces.
Headquartered in Amsterdam, the Company is focused on connecting
consumers and partners through its platforms. With 680,000
connected partners, Just Eat Takeaway.com offers consumers a wide
variety of food choice.
Just Eat Takeaway.com has rapidly grown to become a leading
online food delivery marketplace with operations in the United
States, the United Kingdom, Germany, the Netherlands, Canada,
Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland,
Israel, Italy, Luxembourg, New Zealand, Poland, Slovakia, Spain and
Switzerland, as well as Colombia and Brazil through its stake in
the iFood joint venture .
Advisors
+44 (0) 20 7187
Lazard 2000
(Lead Financial Adviser to Just Eat Takeaway.com)
Cyrus Kapadia
Keiran Wilson
Alexander Fiallos
Oakley Advisory Limited +44 (0) 20 7766
(Lead Financial Adviser to Just Eat Takeaway.com) 6900
Christian Maher
Marc Jones
Max Gilbert
BofA Securities
(Financial Adviser, Sponsor and Corporate
Broker to Just Eat Takeaway.com)
Ference Lamp +44 (0) 20 7628
Peter Luck 1000
Kieran Millar
Gleacher Shacklock
(Financial Adviser to Just Eat Takeaway.com)
Tim Shacklock
Dominic Lee +44 (0) 20 7484
Lewis Robinson 1150
Lazard & Co. Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
financial adviser to the Company and no one else in connection with
the Transaction and the matters set out in this announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Lazard nor for
providing advice in relation to the Transaction or the matters set
out in this announcement. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Lazard
in connection with the Transaction, this announcement, any
statement contained herein or otherwise.
Oakley Advisory Limited ("Oakley"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as joint
financial adviser to the Company and no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Oakley, or for providing advice
in relation to the matters referred to in this announcement. Oakley
neither owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Oakley in connection with this announcement, any statement
contained herein or otherwise.
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
for the Company in connection with the matters set out in this
announcement and for no one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BofA Securities in connection with this announcement, any
statement contained herein or otherwise.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as general financial
adviser to the Company and no one else in connection with the
matters set out in this announcement and shall not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Gleacher Shacklock nor for providing advice
in connection with the matters set out in this announcement.
Gleacher Shacklock neither owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Gleacher Shacklock in connection with this
announcement, any statement contained herein or otherwise.
Market Abuse Regulation
This press release contains inside information (i) as meant in
clause 7(1) of the Market Abuse Regulation and (ii) in terms of
Article 7(1) of the Market Abuse Regulation as it forms part of UK
law pursuant to the European Union (Withdrawal) Act 2018.
Disclaimer
Statements included in this press release that are not
historical facts are, or may be deemed to be, forward-looking
statements, including "forward-looking statements" made within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements may be identified by the use
of forward-looking terminology, including the terms "anticipates",
"expects", "intends", "may" or "will" or comparable terminology, or
by discussions of strategy, plans, objectives, goals, future events
or intentions. Forward-looking statements may and often do differ
materially from actual results, reflect the Company's current view
with respect to future events and are subject to risks relating to
future events, including risks from or uncertainties related to
innovation; competition; brand & reputation; acquisitions;
global strategic projects; technological reliability and
availability; social change, legislation & regulation; data
security and privacy; financial reporting, people, operational
complexity of hybrid model and integration & transformation, as
well as those contained in the Company's filings with the SEC,
including the Company's registration statement on Form 20-F and
Current Reports on Form 6-K, which may be obtained free of charge
at the SEC's website, http://www.sec.gov, and the Company's Annual
Reports, which may be obtained free of charge from the Company's
corporate website, https://justeattakeaway.com. Past performance is
no guide to future performance and persons needing advice should
consult an independent financial adviser. Forward-looking
statements reflect knowledge and information available at, and
speak only as of, the date they are made, and the Company expressly
disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement.
Readers are cautioned not to place undue reliance on such
forward-looking statements.
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END
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August 19, 2022 02:00 ET (06:00 GMT)
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