Share Name Share Symbol Market Type
Prosus NV EU:PRX Euronext Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.80 -1.25% 63.00 61.50 63.50 63.21 59.76 61.54 1,740,901 16:40:00

The Just Combination Explained

10/01/2020 3:18pm

Dow Jones News

Prosus NV (EU:PRX)
Historical Stock Chart

3 Months : From Dec 2019 to Mar 2020

Click Here for more Prosus NV Charts.

By Adria Calatayud


Dutch food-delivery group NV (TKWY.AE) will join forces with its U.K. peer Just Eat PLC (JE.LN), after emerging as the winner of a bidding war with Prosus NV (PRX.AE). The deal combines two of the largest meal-delivery platforms in Europe at a time when the industry is moving toward consolidation worldwide.


Who's who?


Just Eat is a London-based food-delivery company with operations in 13 countries. Founded in a Danish basement in 2001, it was one of the pioneer online food-ordering platforms which, like GrubHub Inc. (GRUB) in the U.S., acts as middleman between restaurants and customers. is an Amsterdam-based food-delivery company which operates in ten European countries and Israel. It was founded by Chief Executive Jitse Groen in 2000, when he was a student. focuses its operations on a marketplace business model--linking restaurants to diners--but also has its own delivery-logistics unit, Scoober.

Prosus is a Dutch technology investor which last year was spun out of South Africa's Naspers Ltd. (NPN.JO). Naspers, which owns a near-third stake in Chinese internet giant Tencent Holdings Ltd. (0700.HK), still holds a majority interest in Prosus. Online food delivery is one of Prosus's key areas of investment. The company holds stakes in Germany's Delivery Hero AG (DHER.FF), India's Swiggy and Brazil's iFood--also backed by Just Eat.


Why Just Eat?


Just Eat is the leading food-delivery platform in the U.K. and most of the markets where it operates but has been losing market share to startups with deep-pocketed backers like London-based Deliveroo, Uber Technologies Inc.'s (UBER) meal-delivery arm Uber Eats and Spain's Glovo. Shares in the company, which listed on the London Stock Exchange in 2014, peaked in February 2018, but took a hit after Just Eat launched its own delivery services to fend off competitors. Peter Plumb stepped down as chief executive in January 2019 following an activist campaign by U.S. investor Cat Rock Capital Management LP, and Just Eat has been without a permanent CEO since then.


How is the deal structured?'s all-share offer will give Just Eat shareholders a 57.5% stake of the combined group while investors will hold the remaining 42.5%. Just Eat shareholders will be entitled to receive 0.12111 new shares for each Just Eat share held. This valued Just Eat at around 6.25 billion pounds ($8.17 billion), or 916 pence a share, based on the closing share price of the Dutch company on Dec. 18, the last day before its final bid was made.


What took so long? and Just Eat first said they were in talks to combine their businesses in late July. A merger agreement was reached a few days later. Under that agreement, Just Eat shareholders would have owned 52.12% interest in the combined group and the U.K. company was at 731 pence a share. However, Just Eat investors Aberdeen Standard Investments and Eminence Capital LP publicly criticized the deal's terms, arguing that the U.K. company deserved a higher price.

Prosus made an all-cash offer in late October, gatecrashing Just Eat's planned merger with, but its 710 pence a share bid was promptly rejected by the U.K. company's board. Prosus and then entered into a war of words, exchanging accusations over the other party's efforts to take over Just Eat.

Delivery Hero--which counts Prosus as its largest shareholder--in September started selling shares in, which hurt the Dutch company's share price and lowered the value of its offer for Just Eat. Cat Rock--an investor in both and Just Eat--accused Delivery Hero of undermining the sale process of the U.K. company. Delivery Hero said it categorically refuted all allegations. asked the Berlin-based company to refrain from voting on the Just Eat deal, citing a potential conflict of interest.

Although Prosus increased its offer to 740 pence a share on Dec. 9, Just Eat's board stuck to its recommendation of the combination with Both suitors put in their final, sweetened offers for Just Eat on Dec. gave Just Eat shareholders a larger slice of the merged group and Prosus raised its cash bid to 800 pence a share.


What's next?


Just Eat and said their combination will create the largest food-delivery platform outside of China, with No. 1 positions in 15 out of the 23 countries where it is present. The companies said that combined they had 360 million orders in 2018 worth about 7.3 billion euros ($8.11 billion). The chief executive will be's CEO Mr. Groen and it will be chaired by Just Eat Chairman Mike Evans. pledged to explore options to exit Just Eat's investment in iFood after completion of the deal. If Just Eat's 33% stake is sold, half of the net proceeds would be returned to shareholders of the combined group and the other half would be retained as the business invests to strengthen its competitive position. Analysts at Barclays said Prosus is the most likely buyer for Just Eat's stake, given it already has a large holding in the Brazilian company.


Write to Adria Calatayud at


(END) Dow Jones Newswires

January 10, 2020 10:03 ET (15:03 GMT)

Copyright (c) 2020 Dow Jones & Company, Inc.

1 Year Prosus NV Chart

1 Year Prosus NV Chart

1 Month Prosus NV Chart

1 Month Prosus NV Chart
ADVFN Advertorial
Your Recent History
Prosus NV
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20200329 22:30:50