TIDMJET
RNS Number : 6031P
Just Eat Takeaway.com N.V.
10 June 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Amsterdam, 10 June 2020
Just Eat Takeaway.com to combine with Grubhub to create a
leading global online food delivery player
Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET), (the "Company"
or "Just Eat Takeaway.com"), and Grubhub Inc. (NYSE: GRUB)
("Grubhub") have entered into a definitive agreement whereby the
Company is to acquire 100% of the shares of Grubhub in an all-stock
transaction (the "Transaction") to create the world's largest
online food delivery company outside of China, measured by Gross
Merchandise Value ("GMV") and revenues.
The Transaction represents Just Eat Takeaway.com's entry into
online food delivery in the United States ("U.S.") and builds on
the strategic rationale for its recent merger with Just Eat plc
("Just Eat"). A combined Just Eat Takeaway.com and Grubhub (the
"Combined Group") will become the world's largest online food
delivery company outside of China [1] , with strong brands
connecting restaurant partners with their customers in 25
countries. The Combined Group will be built around four of the
world's largest profit pools in online food delivery: the U.S., the
United Kingdom ("U.K."), the Netherlands and Germany, increasing
the Combined Group's ability to deploy capital and resources to
strengthen its competitive positions in all its markets. The
Combined Group has strong leadership positions in almost all
countries in which it is present and will become a significant
player in North America. Just Eat Takeaway.com owns the leading
Canadian business SkipTheDishes. The Combined Group is one of the
few profitable players in the space and processed approximately 593
million orders in 2019 with more than 70 million combined active
customers globally.
Key Terms
-- Under the terms of the Transaction, Grubhub shareholders will
be entitled to receive American depositary receipts ("ADRs")
representing 0.6710 Just Eat Takeaway.com ordinary shares in
exchange for each Grubhub share, representing an implied value of
$75.15 for each Grubhub share (based on the undisturbed closing
price of Just Eat Takeaway.com on 9 June 2020 of EUR98.60 [2] ) and
implying a total equity consideration (on a fully diluted basis) of
$7.3 billion.
-- Immediately following completion of the Transaction, Grubhub
shareholders are expected to own ADRs representing approximately
30.0% of the Combined Group (on a fully diluted basis).
-- On completion, Matt Maloney, CEO and founder of Grubhub, will
join the Just Eat Takeaway.com Management Board and will lead the
Combined Group's businesses across North America and two current
Grubhub Directors will join the Just Eat Takeaway.com Supervisory
Board.
-- The Transaction is subject to the approval of both Just Eat
Takeaway.com's and Grubhub's shareholders, as well as other
customary completion conditions. Subject to satisfaction of the
conditions, completion of the Transaction is anticipated to occur
in the first quarter of 2021.
-- The Combined Group will be headquartered and domiciled in
Amsterdam, the Netherlands, with its North American headquarters in
Chicago and a significant presence in the U.K..
-- Just Eat Takeaway.com is listed on Euronext Amsterdam and the
Main Market of the London Stock Exchange and will introduce an ADR
listing in the U.S..
Both the Managing Board and the Supervisory Board of Just Eat
Takeaway.com and the Board of Directors of Grubhub are recommending
the Transaction to their respective shareholders. Jitse Groen, CEO
and founder of Just Eat Takeaway.com, has entered into a voting and
support agreement, and subject to and in accordance with the terms
thereof, has committed to vote in favour of the Transaction at the
Just Eat Takeaway.com extraordinary general meeting ("EGM").
Jitse Groen, CEO and founder of Just Eat Takeaway.com, said:
"Matt and I are the two remaining food delivery veterans in the
sector, having started our respective businesses at the turn of the
century, albeit on two different continents. Both of us have a firm
belief that only businesses with high-quality and profitable growth
will sustain in our sector. I am excited that we can create the
world's largest food delivery business outside China. We look
forward to welcoming Matt and his team to our company and working
with them in the future."
Matt Maloney, CEO and founder of Grubhub, commented: "When
Grubhub and Seamless were founded, the online takeout industry
didn't exist in the U.S.. My vision was to transform the delivery
and pick-up ordering experience. Like so many other entrepreneurs,
we started modestly - restaurant by restaurant in our Chicago
neighbourhood. Today, Grubhub is a leader across North America.
I've known Jitse since 2007 and his story is much like mine.
Combining the companies that started it all will mean that two
trailblazing start-ups have become a clear global leader. We share
a focus on a hybrid model that places extra value on volume at
independent restaurants, driving profitable growth. Supported by
Just Eat Takeaway.com, we intend to accelerate our mission to be
the fastest, best and most rewarding way to order food from your
favourite local restaurants in North America and around the world.
We could not be more excited."
Strategic Rationale
Just Eat Takeaway.com's mission has consistently been focused on
becoming the best food delivery company on the planet. Since its
founding in 2000, Takeaway.com has chosen only to enter into
markets in which it believes it can become a leader and be
profitable. In fact, it is one of the rare examples of a profitable
food delivery platform. The profits in the Netherlands helped
secure a leadership position in Germany and other Continental
European countries. The growth and profitability of the
Takeaway.com businesses eventually allowed it to merge with Just
Eat, another profitable European food delivery business. As a
result, Just Eat Takeaway.com has leading positions in three of the
world's four largest profit pools for food delivery: the U.K.,
Germany and the Netherlands.
Just Eat Takeaway.com management believes that Grubhub is the
best food delivery company in the U.S. and it is the only one which
is culturally similar to Just Eat Takeaway.com. It has its origins
in marketplace, and unlike most other food delivery companies, it
has consistently been EBITDA positive. The competitive situation in
the U.S. has changed over the past few years. In response, Grubhub
successfully transformed its business into a hybrid model to meet
the heightened competition. Just Eat Takeaway.com management
believes that this is the right strategy. Success in the U.S.
depends on deploying the right mix of logistics and marketplace
region-by-region, a balance Grubhub has achieved with profitable
leading positions in key U.S. population centres. Despite this
progress, the U.S. remains an underpenetrated market, with a
tremendous TAM. It is nowhere near its end-state.
Grubhub as part of Just Eat Takeaway.com will become a much
stronger business. Just Eat Takeaway.com owns SkipTheDishes, the
clear leader in Canada. By building a North American leadership
position, Just Eat Takeaway.com will be able to further strengthen
both the Canadian and U.S. businesses. Just Eat Takeaway.com will
prioritise sustainable growth over profits, as this has been a
major driver of its strategy and success in Europe. Grubhub has
leading positions in a number of large U.S. cities, including New
York. Just Eat Takeaway.com intends to invest in expanding these
leading positions.
While in spirit Just Eat Takeaway.com is the same company as at
the beginning of last year, in size it is not. Just Eat
Takeaway.com has become one of the world's largest food delivery
companies. The latter also means that its main competitors are no
longer from Europe. They are large international operators. This
transaction significantly strengthens its global competitive
position.
Transaction Highlights
-- Creates the world's largest food delivery company, outside of
China, measured by GMV and revenue.
-- The Company is one of the few profitable players at scale in the space.
-- Creates a company built around four of the world's largest
profit pools in food delivery: the U.S., the U.K., the Netherlands
and Germany. These markets show substantial further opportunities
for growth, significant penetration upside and longer-term
profitability improvements.
-- Grubhub will be much stronger as part of Just Eat
Takeaway.com. The combination with Just Eat Takeaway.com's Canadian
business, SkipTheDishes, as well as the increased scale and
resources of the Combined Group will provide greater flexibility to
make strategic, long-term investment decisions.
-- In the U.S., where the market is competitive and fragmented
across local regions and cities, Grubhub's differentiated offering
provides it with unique advantages given its large marketplace
business, its Seamless corporate business, its large geographic
footprint and extensive customer and restaurant relationships.
-- The enhanced scale and leading positions of the Combined
Group provide an opportunity to leverage best practices from Just
Eat Takeaway.com and Grubhub and create the broadest possible
offering to both restaurant partners and consumers. The Combined
Group will have a greater ability to leverage investments, in
particular in technology, marketing and restaurant delivery
services across the combined business.
-- The Combined Group will have a founder-led management team
with a proven track record of building leading positions in markets
of scale. The new management team has 55+ years of combined
experience in the sector.
Current Trading Update
Just Eat Takeaway.com
April & May 2020 Year-to-date to 31 May 2020
=============== ================================================== ===============================================
Orders
(in millions) 2020 2019 Growth 2020 2019 Growth
=============== ================= ================= ============ ================ ================ ===========
( % change) (% change)
United Kingdom 29 22 33% 62 54 15%
Germany [3] 18 12 48% 40 31 30%
Canada 15 8 97% 29 20 51%
The
Netherlands 9 6 38% 19 15 22%
Rest of World 25 20 24% 58 50 16%
=============== ================= ================= ============ ================ ================ ===========
Total 96 68 41% 208 169 23%
-- Strong accelerated growth with order growth up +41% in April and May 2020
-- In the Company's most important markets, the trading momentum
witnessed in late-March continued into April and May with order
growth in the U.K. of +33%, the Netherlands +38%, and Germany +48%.
In Canada, order growth was particularly strong with +97%.
-- Almost all of the markets most significantly affected by the
COVID-19 crisis have now recovered to above pre-crisis order
levels.
-- Just Eat Takeaway.com provided substantial financial and
operational relief to its restaurant partners across its markets. A
range of local initiatives, worth millions of Euros, were provided
to healthcare workers, including free meals delivered to hospitals
and country-wide discounts for healthcare workers and their
families.
Grubhub
April & May 2020 Year-to-date to 31 May 2020
================ ================================================ ==========================================
Orders
(in millions) 2020 2019 Growth 2020 2019 Growth
================ ================ ================ ============ ============== ============= ===========
( % change) (% change)
Total 39 30 28% 86 77 11%
-- Grubhub Gross Food Sales, which is the primary driver of
revenue, was +59% in April and May compared to April and May of
last year.
-- Grubhub demonstrated broad strength across older markets and
new. New York continues to rebound from March lows, with consumer
volume above pre-COVID-19 levels.
-- Robust growth trends have sustained throughout May and into
June. Average order size remains high.
-- Grubhub has seen an increase in activity from return diners
and high quality new diners. Diner retention is meaningfully higher
than prior quarters.
-- Grubhub continues to support local restaurants with over $100
million to help them through the pandemic, including deferring
commissions, substantial diner promotions, contactless delivery and
investments in the company's driver network to maintain a high
level of service and safety.
Overview of Grubhub and the Combined Group
Description of Grubhub
-- Grubhub is a leading online and mobile food-ordering and
delivery marketplace in the U.S., with nearly 300,000 restaurants
across 4,000 U.S. cities.
-- The Grubhub portfolio of brands includes Grubhub, Seamless,
LevelUp, AllMenus and MenuPages.
-- For the 2019 financial year, Grubhub had 23 million active
customers, recorded 180 million orders, GMV of $5.9 billion and
revenues of $1.3 billion.
Combined Group Financials
Combined G Combined
FY 2019[4] [5] Just Eat Takeaway.com(6) Gru Grubhub bhub Group
================== ========================= ================= ====================
Active Customers 48m 23m 71m
------------------ ------------------------- ----------------- --------------------
Orders 413m 180m 593m
------------------ ------------------------- ----------------- --------------------
GMV EUR8.4bn EUR5.3bn EUR13.7bn
$9.4bn $5.9bn $15.3bn
------------------ ------------------------- ----------------- --------------------
Revenue EUR1.5bn EUR1.2bn EUR2.7bn
$1.7bn $1.3bn $3.0bn
------------------ ------------------------- ----------------- --------------------
EUR234m EUR168m EUR402m
Adjusted EBITDA $ 260 m $186m $447m
Just Eat Tak Just Grubhu Grubhub Combined Combined
Q1 2020 Eat Takeaway.com b Group
========= ================== =============== ==================
Orders 112m 47m 159m
Integration Planning
-- Just Eat Takeaway.com highly respects the Grubhub management
team and, following the completion of the Transaction, Matt Maloney
will lead the Combined Group's businesses in North America,
including Canada.
-- Grubhub will continue to be headquartered in Chicago, U.S.
-- Upon completion of the Transaction, the Combined Group will
initiate a programme to plan for integration, based on bringing
together both companies' experience of integrating acquisitions to
minimise disruption to restaurants and consumers, whilst delivering
the expected opportunities and benefits of the Transaction for the
Combined Group's stakeholders.
-- The integration of Just Eat's business is progressing well
and is not expected to be affected by the acquisition of Grubhub.
As one of the first major milestones, in the first week of June
2020, Just Eat's market leading Swiss business was migrated to Just
Eat Takeaway.com's central European IT platform and the teams are
working through further steps in the broader integration
process.
Key Terms of the Merger Agreement
On 10 June 2020, Just Eat Takeaway.com entered into an Agreement
and Plan of Merger (the "Merger Agreement"), by and among Just Eat
Takeaway.com, Grubhub, Checkers Merger Sub I, Inc. ("Merger Sub
I"), a Delaware corporation and a wholly-owned subsidiary of Just
Eat Takeaway.com, and Checkers Merger Sub II, Inc. ("Merger Sub
II"), a Delaware corporation and a wholly-owned subsidiary of Just
Eat Takeaway.com, providing for the acquisition by Just Eat
Takeaway.com of all of the issued and outstanding shares of common
stock of Grubhub.
At the effective time of the Transaction, on the terms and
subject to the conditions set forth in the Merger Agreement, each
share of common stock of Grubhub will be converted into the right
to receive ADRs representing 0.6710 Just Eat Takeaway.com ordinary
shares, without interest.
Consummation of the Transaction is subject to customary closing
conditions, including (i) the required approval of the Merger
Agreement by the shareholders of Just Eat Takeaway.com and Grubhub;
(ii) completion of any review by U.S. and U.K. antitrust
authorities and the Committee on Foreign Investment in the United
States (CFIUS); (iii) the absence of any order prohibiting the
Transaction; (iv) the accuracy of the representations and
warranties of the parties and compliance by the parties with their
respective obligations under the Merger Agreement (subject to
customary materiality qualifiers); (v) the absence of any material
adverse effect on Just Eat Takeaway.com or Grubhub since the date
of the Merger Agreement; and (vi) approval of listing of the Just
Eat Takeaway.com ADRs to be issued as the merger consideration on a
U.S. stock exchange.
Just Eat Takeaway.com and Grubhub have each made customary
representations and warranties and covenants in the Merger
Agreement. Among other things, each of Just Eat Takeaway.com and
Grubhub may not solicit or participate in discussions with third
parties regarding alternative acquisition proposals, subject to
exceptions that allow each of Just Eat Takeaway.com and Grubhub
under certain circumstances to provide information to and
participate in discussions with third parties with respect to
unsolicited alternative acquisition proposals. In addition, until
the termination of the Merger Agreement or the effective time of
the Transaction, each of Just Eat Takeaway.com and Grubhub has
agreed to use reasonable best efforts to operate its business in
the ordinary course of business in all material respects and has
agreed to certain other negative covenants. The Merger Agreement
contains certain termination rights for Just Eat Takeaway.com and
Grubhub. Upon termination of the Merger Agreement under specified
circumstances, including if Just Eat Takeaway.com or Grubhub
terminates the Merger Agreement in order to accept an alternative
acquisition proposal that constitutes a superior proposal or if the
board of one party changes its recommendation of the transaction,
Just Eat Takeaway.com or Grubhub, as applicable, will be required
to pay the other party a termination fee of $144 million.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full text
of the Merger Agreement.
Information on Just Eat Takeaway.com
Just Eat Takeaway.com (AMS: TKWY, LSE: JET) 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 155,000 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 U.K., the Netherlands,
Germany, Denmark, France, Ireland, Italy, Norway, Spain, Belgium,
Poland, Austria, Israel, Switzerland, Luxembourg, Portugal,
Bulgaria, Romania, Australia, New Zealand, Canada, Mexico and
Brazil. In the financial year ended 31 December 2019 and prior to
the completion of the merger with Just Eat, the Company generated
revenues of EUR416 million, loss before tax of EUR88 million and as
at 31 December 2019 had gross assets of EUR1,659 million.
Information on Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile
food-ordering and delivery marketplace with the largest and most
comprehensive network of restaurant partners, as well as nearly 24
million active diners. Dedicated to connecting diners with the food
they love from their favourite local restaurants, Grubhub elevates
food ordering through innovative restaurant technology, easy-to-use
platforms and an improved delivery experience. Grubhub features
nearly 300,000 restaurants and is proud to partner with more than
200,000 of these restaurants in over 4,000 U.S. cities. The Grubhub
portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus
and MenuPages. In the financial year ended 31 December 2019,
Grubhub generated revenues of $1,312 million, loss before tax of
$26.8 million and as at 31 December 2019 had gross assets of $2,375
million.
Next Steps, Conditions and Timeline
The size of the Transaction means that it is classed as a Class
1 transaction under the UK Listing Rules. Accordingly, and also
pursuant to Dutch law, the Transaction is conditional upon, among
other matters, the approval of the Transaction by the Company's
shareholders. An EGM will be convened in due course for the
Company's shareholders to consider and, if thought fit, approve the
Transaction. The resolution to be put to shareholders at the EGM
will be set out in a Class 1 circular and convocation of the EGM.
The Class 1 circular and the convocation of the EGM will be made
available on the corporate website of Just Eat Takeaway.com (
https://corporate.takeaway.com ) in advance of the EGM. The EGM is
expected to take place in the second half of 2020. The Transaction
is also subject to Grubhub shareholder approval. The Transaction is
anticipated to complete in the first quarter of 2021.
Conference Call and Webcast Details
Jitse Groen, Matt Maloney, Brent Wissink and Jörg Gerbig will
host an analyst and investor conference call to discuss the
Transaction at 14:00 CEST / 13:00 BST / 08:00 EDT on 11 June 2020.
Information on how to access the live audio webcast can be found at
https://corporate.takeaway.com and https://investors.grubhub.com .
The recorded audio webcast (together with the accompanying slides)
will be made available, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Just Eat
Takeaway.com's and Grubhub's websites.
Just Eat Takeaway.com
Jitse Groen, CEO
Brent Wissink, CFO
Jörg Gerbig, COO
Investors:
Joris Wilton
E: Joris.Wilton@takeaway.com
T: +31 6 143 154 79
Media:
+44 (0) 7703 330
269 /
+44 (0) 7776 240
Charles Armitstead / Ben Foster (London) 806
Katherine Kim (New York) +1 917 455 4102
E: takeaway@teneo.com
For more information please visit the Company's corporate website:
https://corporate.takeaway.com
This press release contains inside information as meant in clause
7(1) of the Market Abuse Regulation.
BofA Securities
(Joint financial adviser and corporate broker
to Just Eat Takeaway.com) +44 (0) 20 7628 1000
Ference Lamp
Peter Luck
Ric Spencer
Kieran Millar
Goldman Sachs International
(Joint financial adviser and corporate broker
to Just Eat Takeaway.com) +44 (0) 20 7774 1000
Clif Marriott
Barry O'Brien
Nick Harper
Duncan Stewart
Grubhub
Matt Maloney, Founder and CEO
Adam DeWitt, President and CFO
Investors:
Adam Patnaude
E: ir@grubhub.com
Media:
E: press@grubhub.com
or
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann
Kelly Sullivan +1 212 355 4449
Evercore (Lead financial adviser to Grubhub) +1 212 857 3100
Zaheed Kajani
Naveen Nataraj
Bill Anderson
Centerview Partners (Financial adviser to Grubhub) +1 212 380 2650
Blair Effron
David Hess
Tyler Brooke
Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek
N.V. and Slaughter and May are retained as legal advisers to Just
Eat Takeaway.com. Kirkland and Ellis LLP, Wilson Sonsini Goodrich
& Rosati and NautaDutilh N.V. are retained as legal advisers to
Grubhub.
Important Notice Relating to Financial Advisers
Bank of America Merrill Lynch International DAC, Amsterdam
Branch ("BofA Securities"), a subsidiary of Bank of America
Corporation, is acting 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 relation to the Transaction.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively 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 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 regulatory approvals and meet other closing
conditions to the proposed merger on a timely basis or at all,
including the risk that regulatory approvals required for the
proposed merger are not obtained on a timely basis or at all or are
obtained subject to conditions that are not anticipated or that
could adversely affect the combined company or the expected
benefits of the proposed merger; the ability to obtain approval by
Grubhub stockholders and Just Eat Takeaway.com shareholders 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.corporate.takeaway.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
I n 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.corporate.takeaway.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.corporate.takeaway.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.corporate.takeaway.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.
The contents of the websites referred to in this Announcement
are not incorporated into and do not form part of this
Announcement.
[1] Measured by GMV and revenues.
[2] Converted to USD from EUR at an exchange rate of 1.13585,
the exchange rate at 17:30 CET / 16:30 BST on 9 June 2020.
[3] Aggregated German orders, including pre-acquisition.
[4] Just Eat Takeaway.com figures based on unaudited financials.
Grubhub financials prepared in accordance with US GAAP, Just Eat
Takeaway.com
prepared in accordance with IFRS.
[5] Converted from USD to EUR at exchange rate of 0.9000.
[6] Just Eat Takeaway.com figures pro forma for the Just
Eat/Takeaway.com combination.
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.
END
ACQFFFVLRSIILII
(END) Dow Jones Newswires
June 11, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Just Eat Takeaway.com N.v (LSE:JET)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Just Eat Takeaway.com N.v (LSE:JET)
Storico
Da Apr 2023 a Apr 2024
