REG - Deliveroo PLC Doordash, Inc - Court Sanction of Scheme

DeliverooAnnouncement

30/09/2025 17:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250930:nRSd4773Ba&default-theme=true

RNS Number : 4773B  Deliveroo PLC  30 September 2025

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

( )

30 September 2025

RECOMMENDED FINAL(*) CASH ACQUISITION

of

DELIVEROO PLC

by

DOORDASH, INC.

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME

Court sanction of the Scheme

On 6 May 2025, the boards of Deliveroo plc ("Deliveroo") and DoorDash, Inc.
("DoorDash") announced that they had reached agreement on the terms of a
final(*) cash offer for the entire issued and to be issued ordinary share
capital of Deliveroo as recommended by the Deliveroo Independent Committee
(the "Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").

On 9 September 2025, Deliveroo and DoorDash announced that the EU Antitrust
Condition, the Italian FDI Condition and the EU FSR Condition had been
satisfied, and that the UK Antitrust Condition was expected to be satisfied at
the Sanction Hearing.

Deliveroo and DoorDash are pleased to announce that the Court has today issued
the Court Order sanctioning the Scheme under section 899 of the Companies Act.

Next steps and timetable

There has been no change to the expected timetable of principal events for the
Acquisition set out in the announcement made by Deliveroo and DoorDash in
relation to the Acquisition on 9 September 2025.

The Scheme Record Time will be 6.00 p.m. on 1 October 2025.

The Scheme will become Effective upon delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 2 October 2025.

Applications have been made for the suspension of trading in Deliveroo Shares
on the Main Market of the London Stock Exchange and the listing of Deliveroo
Shares on the equity shares (commercial companies) category of the Official
List and such suspensions are expected to take effect by 7.30 a.m. on 2
October 2025. The last day of dealings in, and for the registration and
transfer of, Deliveroo Shares is therefore expected to be 1 October 2025.

The cancellation of the admission to listing of Deliveroo Shares to the equity
shares (commercial companies) category of the Official List and the trading of
Deliveroo Shares on the London Stock Exchange has also been applied for and,
subject to the Scheme becoming Effective, are expected to take effect by 8.00
a.m. on 3 October 2025.

A further announcement will be made when the Scheme has become Effective.

Full details of the Acquisition are set out in the Scheme Document.

Save as otherwise defined, capitalised terms in this announcement have the
same meanings as set out in the scheme document published in connection with
the Acquisition on 22 May 2025

All references to times in this announcement are to London, United Kingdom
time.

Enquiries:

 DoorDash

 Elizabeth Jarvis-Shean (Chief Corporate Affairs Officer)

 Ali Musa (Director, Corporate Communications)                             ali.musa@doordash.com (mailto:ali.musa@doordash.com)

 Andy Hargreaves (Vice President, Investor Relations)                      andy.hargreaves@doordash.com (mailto:andy.hargreaves@doordash.com)
 J.P. Morgan (Financial Adviser to DoorDash)                               Tel: +44 (0) 203 493 8000

 Dwayne Lysaght

 Matthew Gehl

 Neil Dalal

 Jonty Edwards

 Valentina Proverbio
 FGS Global (PR Adviser to DoorDash)                                       Tel: +44 (0) 207 251 3801

 Faeth Birch                                                               doordash@fgsglobal.com (mailto:doordash@fgsglobal.com)

 Dorothy Burwell

 Harry Worthington
 Deliveroo

 Joe Carberry, VP Policy & Communications                                  joe.carberry@deliveroo.co.uk (mailto:joe.carberry@deliveroo.co.uk)

 Tim Warrington, Investor Relations                                        investors@deliveroo.co.uk (mailto:investors@deliveroo.co.uk)

 Rosie Oddy, Brunswick                                                     deliveroo@brunswickgroup.com (mailto:deliveroo@brunswickgroup.com)

 Goldman Sachs (Lead Financial Adviser and Corporate Broker to Deliveroo)  Tel: +44 (0) 207 774 1000

 Anthony Gutman

 Jane Dunlevie

 Owain Evans

 Bertie Whitehead

 Cara Pazdon
 Allen & Company LLC (Financial Adviser to Deliveroo)                      Tel: +1 212 832 8000

 Nancy Peretsman

 Omar Isani
 Barclays (Financial Adviser and Corporate Broker to Deliveroo)            Tel: +44 (0)20 7623 2323

 Nicola Tennent

 Rob Mayhew
 Brunswick (Communications Adviser to Deliveroo)                           Tel: +44 (0) 207 404 5959 deliveroo@brunswickgroup.com

                                                                         (mailto:deliveroo@brunswickgroup.com)
 Susan Gilchrist

 Rosie Oddy

White & Case LLP is acting as legal adviser to Deliveroo.

Latham & Watkins (London) LLP is acting as legal adviser to DoorDash.

Important Notices

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority) is acting as financial adviser
exclusively for DoorDash and no one else in connection with the Acquisition
and will not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than DoorDash for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Deliveroo and no one else in connection with the Acquisition
and will not be responsible to anyone other than Deliveroo for providing the
protections afforded to clients of Goldman Sachs, or for providing advice in
relation to the matters referred to in this announcement.

Neither Goldman Sachs 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 Goldman Sachs in connection with this announcement, any statement
contained herein or the matters described or referred to in this announcement
or otherwise.

Allen & Company LLC, which is registered with and licensed as a
broker-dealer by the United States Securities and Exchange Commission and
incorporated in the state of New York, is acting as financial adviser to
Deliveroo and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Deliveroo for
providing the protections afforded to clients of Allen & Company LLC nor
for providing advice in relation to the matters described or referred to in
this announcement. Neither Allen & Company LLC 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 Allen & Company LLC in connection
with this announcement, any statement contained herein or the matters
described or referred to in this announcement or otherwise.

Barclays, which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Deliveroo and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Deliveroo for providing the protections afforded to clients
of Barclays nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the U.S. Exchange Act, Barclays and its affiliates will continue
to act as exempt principal trader in Deliveroo securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation or the solicitation of an offer to purchase or subscribe for or
otherwise acquire, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be implemented solely through
and on the terms set out in the Scheme Document and the accompanying Forms of
Proxy (or, in the event that the Acquisition is to be implemented by means of
a Takeover Offer, the Offer Document and accompanying form of acceptance),
which contains the full terms and conditions of the Acquisition. Any approval,
decision, vote or other response to the Acquisition should be made only on the
basis of the information in the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document). Deliveroo
Shareholders are strongly advised to read the formal documentation in relation
to the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted
document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

Overseas shareholders

This announcement has been prepared for the purpose of complying with English
law, the Listing Rules and the Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulation and
such law and/or regulation may affect the availability of the Acquisition to
persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe any
applicable legal or regulatory requirements. Any person (including, without
limitation, nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any action.

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.

Unless otherwise determined by Deliveroo or required by the Code, and
permitted by applicable law and regulation, the Acquisition will not be made,
directly or indirectly, in or into or by use of the mails or any other means
or instrumentality (including, without limitation, telephonic or electronic)
of interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction, and the Acquisition
will not be capable of acceptance by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction. Accordingly, copies of this
announcement and formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and trustees) must
not distribute or send it into or from a Restricted Jurisdiction. In the event
that the Acquisition is implemented by way of a Takeover Offer and extended
into the U.S., DoorDash will do so in satisfaction of the procedural and
filing requirements of the U.S. securities laws at that time, to the extent
applicable thereto. Further details in relation to overseas shareholders are
contained in paragraph 16 of Part II of the Scheme Document.

The Acquisition relates to the shares of a company incorporated in England and
it is proposed to be made by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of arrangement
is not subject to the shareholder vote, proxy solicitation and tender offer
rules under the U.S. Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure requirements and
practices of U.S. shareholder vote, proxy solicitation and tender offer rules.

If DoorDash were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer shall be made in compliance with all applicable
laws and regulations, including, if the Takeover Offer is extended into the
US, section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder.
Such Takeover Offer would be made in the U.S. by DoorDash and no one else. In
addition to any such Takeover Offer, DoorDash, certain affiliated companies
and the nominees or brokers (acting as agents) of DoorDash and/or such
affiliated companies may make certain purchases of, or arrangements to
purchase, Deliveroo Shares outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made, they would be made outside the United
States in compliance with applicable law, including the U.S. Exchange Act.

It may be difficult for a US-based investor to enforce their rights and any
claim he or she may have arising under U.S. securities laws, since the Scheme
relates to the shares of a company incorporated under the laws of, and located
in, the United Kingdom, and some or all of its officers and directors may be
residents of non-U.S. jurisdictions. A U.S.-based investor may not be able to
sue a company located in the United Kingdom, or its officers or directors, in
a foreign court for alleged violations of U.S. securities laws, and it may be
difficult to compel a foreign company and its affiliates to subject themselves
to a U.S. court's judgment.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by DoorDash or Deliveroo may contain certain
"forward-looking statements" with respect to Deliveroo and DoorDash. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "forecast", "aim", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words or terms of similar meaning or the negative
thereof. Forward-looking statements include, but are not limited to,
statements relating to the following: (a) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (b)
business and management strategies of DoorDash and the expansion and growth of
Deliveroo and potential synergies resulting from the Acquisition; and (c) the
effects of global economic conditions and governmental regulation on DoorDash
or Deliveroo's business.

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These factors include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals, changes in the global political,
economic, business and competitive environments and in market and regulatory
forces, changes in future exchange and interest rates, changes in tax rates,
future business combinations or disposals, changes in general economic and
market conditions in the countries in which DoorDash and Deliveroo operate,
weak, volatile or illiquid capital and/or credit markets, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which DoorDash and Deliveroo operate and changes in laws or
in other supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements.
These forward-looking statements are based on numerous assumptions regarding
present and future strategies and environments. None of DoorDash or Deliveroo,
nor any of their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to DoorDash
or Deliveroo or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Should one or more of these
risks or uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this
announcement.

DoorDash and Deliveroo assume no obligation to update publicly or revise
forward-looking or other statements contained in this announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate
for DoorDash or Deliveroo in respect of any period and no statement in this
announcement should be interpreted to mean that earnings or earnings per
Deliveroo Share for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per Deliveroo
Share.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement and the
documents required to be published under Rule 26 of the Code will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on Deliveroo's website at
https://corporate.Deliveroo.co.uk/investors
(https://corporate.deliveroo.co.uk/investors) and on DoorDash's website at
https://ir.DoorDash.com/resources/ (https://ir.doordash.com/resources/) by no
later than 12 noon on the Business Day following the date of this
announcement. Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this announcement, free of charge, by contacting Deliveroo's
registrars, Equiniti Limited, on +44 (0)333 207 5963 between 8.30 a.m. to 5.30
p.m. (London time) Monday to Friday (except UK public holidays) or by
submitting a request in writing to Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. In accordance with Rule
30.3 of the Code, a person so entitled may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (a) the
offeree company; and (b) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm on the 10th Business Day (as defined in the Code) following
the commencement of the Offer Period and, if appropriate, by no later than
3.30 pm on the 10th Business Day (as defined in the Code) following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (a) the offeree
company; and (b) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm on the Business Day (as defined in the Code) following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror, and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified. You should contact the
Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

 

 1 *            The financial terms of the Acquisition are final and
will not be increased, except that DoorDash reserves the right to increase the
consideration payable under the Acquisition and/or otherwise improve the terms
of the Acquisition if there is an announcement on or after the date of the
Rule 2.7 Announcement of a possible offer or a firm intention to make an offer
for Deliveroo by any third party. DoorDash reserves the right (with the
consent of the Takeover Panel, if required), and while the Co-operation
Agreement is continuing, subject to the terms of the Co-operation Agreement,
to implement the Acquisition by way of a Takeover Offer.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPDZGFLKGDGKZM