REG - Deliveroo PLC Doordash, Inc Deliveroo PLC - Response to Press Speculation

DeliverooAnnouncement

25/04/2025 18:15

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RNS Number : 3158G  Deliveroo PLC  25 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL
BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

25 April 2025

 

Deliveroo plc ("Deliveroo" or "the Company")

 

Response to Press Speculation

 

Following recent press speculation, the Board of Deliveroo confirms that on 5
April 2025 it received an indicative proposal from DoorDash, Inc. ("DoorDash")
regarding a possible cash offer for the entire issued and to be issued
ordinary share capital of Deliveroo at a price of 180 pence per Deliveroo
share (the "Possible Offer").

 

Having carefully considered the Possible Offer with its advisers, the Board of
Deliveroo has indicated to DoorDash that, should a firm offer be made on the
financial terms set out above, it would be minded to recommend such an offer
to Deliveroo shareholders, subject to the agreement of the other terms of the
offer.

 

Accordingly, the Board of Deliveroo decided to engage in discussions with
DoorDash in relation to the Possible Offer and has provided DoorDash with
access to due diligence.

 

There can be no certainty that any firm offer for Deliveroo will be made. At
this time, shareholders are advised to take no action in respect of the
Possible Offer.

 

This announcement has been made by Deliveroo with the consent of DoorDash.

 

In accordance with Rule 2.6(a) of the Code, the Company announces that by not
later than 5pm (London time) on 23 May 2025, DoorDash must either announce a
firm intention to make an offer for Deliveroo under Rule 2.7 of the Code or
announce that it does not intend to make such an offer in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.

 

In accordance with Rule 2.5(a) of the Code, DoorDash reserves the right to:
(i) introduce other forms of consideration and / or vary the mix or
composition of consideration of any offer; and (ii) make an offer for
Deliveroo at a lower value and/or on less favourable terms than those
described in this announcement: (a) with the agreement or recommendation of
the Board of Deliveroo; (b) if a third party announces a firm intention to
make an offer for Deliveroo; or (c) following the announcement by Deliveroo of
a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse
takeover (as defined in the Code). If after the date of this announcement
Deliveroo declares, makes or pays any dividend or distribution or other return
of capital to its shareholders (other than pursuant to the share buyback
programmes announced by Deliveroo on 13 March 2025), DoorDash reserves the
right to make an equivalent reduction to terms of the Possible Offer.

 

As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

 

 

Enquiries

 

Deliveroo

Joe Carberry, VP Policy & Communications - joe.carberry@deliveroo.co.uk

 

Goldman Sachs, Corporate Broker and Lead Financial
Adviser                        +44 20 7774 1000

Anthony Gutman

Jane Dunlevie

Owain Evans

Bertie Whitehead

Cara Pazdon

 

Allen & Company LLC, Financial
Adviser
+1 212 832 8000

Nancy Peretsman

Omar Isani

 

Brunswick, Communications Adviser
                                            +44 207 404
5959

Susan Gilchrist and Rosie Oddy - deliveroo@brunswickgroup.com

 

Further information

 

The person responsible for arranging for the release of this announcement on
behalf of Deliveroo is Catherine Sukmonowski, Deliveroo Company Secretary.

 

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction. The release, publication or distribution of this
announcement in whole or in part, directly or indirectly, in, into or from
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions should inform themselves about and observe such restrictions.

 

Goldman Sachs International ("Goldman Sachs"), 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 Deliveroo and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Deliveroo for providing the protections afforded to clients of
Goldman Sachs International, or for providing advice in relation to the
matters referred to in this announcement.

 

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.

 

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

 

Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested (directly or
indirectly) in 1% 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 (i) the offeree company and (ii) 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 (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than
3.30 pm (London time) on the 10th business day 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
(directly or indirectly) in 1% 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 (i) the offeree company and (ii) any securities exchange offeror(s),
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 (London time) on the business day 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 offeror company and by
any offeree and Dealing Disclosures must also be made by the offeror company,
by any offeree and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeror and offeree 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, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeree was
first identified. You should contact the 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.

 

In accordance with Rule 2.4(c)(iii) of the Code, DoorDash confirms that it is
not aware of any dealings in Deliveroo shares that would require a minimum
level, or particular form, of consideration that it would be obliged to offer
under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an
offer. However, prior to this announcement it has not been practicable for
DoorDash to make enquiries of all persons acting in concert with it to
determine whether any dealings in Deliveroo shares by such persons give rise
to a requirement under Rule 6 or Rule 11 of the Code for DoorDash, if it were
to make an offer, to offer any minimum level, or particular form, of
consideration. Any such details shall be announced as soon as practicable and
in any event by no later than the deadline for DoorDash's Opening Position
Disclosure.

 

 

Rule 2.9 Information

 

In accordance with Rule 2.9 of the Code, Deliveroo confirms that as at the
latest close of business its issued share capital consisted of 1,510,437,068
ordinary shares of £0.005, each carrying one vote. The Company holds
13,555,114 shares in treasury. The total number of voting rights in the
Company is therefore 1,496,881,954.

 

The International Securities Identification Number for Deliveroo's ordinary
shares is GB00BNC5T391.

 

Publication on Website and Hard Copies

 

A copy of this announcement and the documents required to be published by Rule
26 of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on the Company's
website at https://corporate.deliveroo.co.uk by no later than 12 noon (London
time) on the business day following the date of this announcement. For the
avoidance of doubt, the contents of those websites are not incorporated into
and do not form part of this announcement.

 

 

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