REG - Deliveroo PLC Doordash, Inc - Scheme Becomes Effective

DoorDashAnnouncement

02/10/2025 07:45

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RNS Number : 7468B  Deliveroo PLC  02 October 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

( )

2 October 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

SCHEME BECOMES EFFECTIVE

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").

The scheme document in relation to the Acquisition, which sets out the terms
and conditions of the Scheme, was published on 22 May 2025 (the "Scheme
Document").

Scheme becomes effective

Deliveroo and DoorDash are pleased to announce that, further to the
announcement on 30 September 2025,  the Court had sanctioned the Scheme and
following delivery of a copy of the Court Order to the Registrar of Companies
today, 2 October 2025, the Scheme has now become Effective in accordance with
its terms and, pursuant to the Scheme, the entire issued and to be issued
share capital of Deliveroo is now owned by DoorDash.

Settlement of consideration

A Scheme Shareholder on the register of members of Deliveroo at the Scheme
Record Time, being 6:00 p.m. (London time) on 1 October 2025, will be entitled
to receive 180 pence in cash for each Deliveroo Share held by them at that
time. Settlement of the cash consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the crediting
of CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon as
practicable and in any event not later than 14 days after today's date.

Suspension and delisting

Trading in Deliveroo Shares on the London Stock Exchange's main market for
listed securities was suspended with effect from 7.30 a.m. today. Applications
have been made to the Financial Conduct Authority and the London Stock
Exchange in relation to the cancellation of the admission to listing of
Deliveroo Shares on the equity shares (commercial companies) category of the
Official List and the cancellation of the admission to trading of Deliveroo
Shares on the London Stock Exchange's main market for listed securities, which
is expected to take effect at 8:00 a.m. (London time) on 3 October 2025.

As a result of the Scheme having become Effective, share certificates in
respect of Deliveroo Shares have ceased to be valid documents of title and
entitlements to Deliveroo Shares held in uncertificated form in CREST are
being cancelled.

Deliveroo is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

Save as otherwise defined, capitalised terms in this announcement have the
same meanings as set out in the Scheme Document.

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

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

 Rosie Oddy, Brunswick                                                      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

 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.

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.

The Acquisition relates to the shares of a company incorporated in England and
has been 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 was 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.

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:
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.

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.

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