REG - Just Eat Takeaway - Disposal

Just Eat Takeaway.com NVAnnouncement

19/08/2022 07:16

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RNS Number : 5918W  Just Eat Takeaway.com N.V.  19 August 2022

Amsterdam, 19 August 2022

Just Eat Takeaway.com sells iFood stake
Cash consideration totalling up to €1.8 billion

Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the "Company",
or together with its group companies "Just Eat Takeaway.com", has entered into
a definitive agreement whereby the Company is to sell its equity stake of
approximately 33% in the iFood joint venture to Prosus N.V. ("Prosus") in
return for a cash consideration totalling up to €1.8 billion (the
"Transaction").

Just Eat Takeaway.com has entered into an agreement with MIH Movile Holdings
B.V. ("Movile"), an affiliate of Prosus regarding the sale of the Company's
equity stake of approximately 33% in iFood. The Transaction consideration will
comprise €1.5 billion in cash on closing and a deferred consideration,
contingent on the performance of the online food delivery sector over the next
twelve months, of up to €300 million. The consideration represents an equity
multiple of over 5 times on the investments over the life of the joint
venture. The Transaction is subject to approval by the Company's General
Meeting.

 

Just Eat Takeaway.com remains focused on improving its profitability and on a
disciplined allocation of capital. It will retain the transaction proceeds to
maintain its balance sheet strength and to service repayments of its upcoming
debt maturities. The Company re-confirms its guidance as set out in its half
year 2022 results on 3 August 2022.

Next steps, conditions, and timeline

The Transaction constitutes a Class 1 transaction under the UK Listing Rules.
Completion of the Transaction is therefore conditional on the adoption of an
ordinary resolution (the "Resolution") to approve the Transaction by the
Company's general meeting. Accordingly, a circular containing full details of
the Transaction, the Resolution, the Company's directors' recommendation and
irrevocable undertakings to vote in favour of the Resolution, and the notice
convening an Extraordinary General Meeting ("EGM") at which such approval for
the Resolution will be sought, will be made available on the corporate website
of Just Eat Takeaway.com (https://justeattakeaway.com). The EGM is expected to
take place in the fourth quarter of 2022.

The Management Board and the Supervisory Board believe the transaction to be
in the best interests of the Company and all stakeholders. The members of the
Management Board have issued an irrevocable undertaking to vote, in their
capacity as (indirect) shareholders, in favour of the approval of the
Transaction in the EGM. Just Eat Takeaway.com has also agreed to a break fee
in the amount of €35 million, which will become due and payable if the
Resolution has not been adopted, or it becomes clear it will not be adopted,
on or before 17 February 2023 (the "Long Stop Date"). Such Long Stop Date may
be extended in accordance with the terms of the agreement.

The Transaction is anticipated to be completed in the fourth quarter of 2022,
provided the Resolution has been adopted at the EGM.

The Company, together with its advisors, continues to actively explore the
partial or full sale of Grubhub. There can be no certainty that any agreement
with any third parties regarding Grubhub will be reached or about the timing
or terms of any such agreement. Any further announcements will be made as and
when appropriate.

 

Management Board

Jitse Groen, CEO

Brent Wissink, CFO

 

Enquiries

 Investors:

Joris Wilton
 E: IR@justeattakeaway.com (mailto:IR@justeattakeaway.com)

 Media:

 E: press@justeattakeaway.com (mailto:press@justeattakeaway.com)

For more information, please visit our corporate website:
https://www.justeattakeaway.com/ (https://www.justeattakeaway.com/)

About iFood

·      The iFood joint venture is headed by iFood Holdings B.V. and
IF-JE Holdings B.V. and is a leading online food and delivery platform in
Latin America

·      The carrying value of Just Eat Takeaway.com's investment in the
iFood joint venture was €1.744 billion as at 30 June 2022

·      Just Eat Takeaway.com's share of net losses attributable to the
iFood joint venture was €62 million in 2021

About Just Eat Takeaway.com

Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is one of the world's leading
global online food delivery marketplaces.

Headquartered in Amsterdam, the Company is focused on connecting consumers and
partners through its platforms. With 680,000 connected partners, Just Eat
Takeaway.com offers consumers a wide variety of food choice.

Just Eat Takeaway.com has rapidly grown to become a leading online food
delivery marketplace with operations in the United States, the United Kingdom,
Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria,
Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Poland,
Slovakia, Spain and Switzerland, as well as Colombia and Brazil through its
stake in the iFood joint venture.

Advisors

 Lazard                                                                       +44 (0) 20 7187 2000
 (Lead Financial Adviser to Just Eat Takeaway.com)

 Cyrus Kapadia

 Keiran Wilson

 Alexander Fiallos

 Oakley Advisory Limited                                                      +44 (0) 20 7766 6900

 (Lead Financial Adviser to Just Eat Takeaway.com)
 Christian Maher

 Marc Jones

 Max Gilbert

 BofA Securities                                                              +44 (0) 20 7628 1000

 (Financial Adviser, Sponsor and Corporate Broker to Just Eat Takeaway.com)

 Ference Lamp

 Peter Luck

 Kieran Millar

 Gleacher Shacklock                                                           +44 (0) 20 7484 1150

 (Financial Adviser to Just Eat Takeaway.com)

 Tim Shacklock

 Dominic Lee

 Lewis Robinson

Lazard & Co. Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint financial adviser to the Company
and no one else in connection with the Transaction and the matters set out in
this announcement and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Transaction or the matters set out in this
announcement. Neither Lazard 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 Lazard in connection with the Transaction, this announcement,
any statement contained herein or otherwise.

Oakley Advisory Limited ("Oakley"), which is authorised and regulated by the
FCA in the United Kingdom, is acting as joint financial adviser to the Company
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Oakley, or for providing
advice in relation to the matters referred to in this announcement. Oakley
neither 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 Oakley in connection with this
announcement, any statement contained herein or otherwise.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation Authority in
the United Kingdom, is acting exclusively for the Company in connection with
the matters set out in this announcement and for no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the subject
matter of this announcement or any other matters referred to in this
announcement. Neither BofA Securities, 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 BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as general financial adviser to the Company and no one else in
connection with the matters set out in this announcement and shall not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Gleacher Shacklock nor for providing advice in
connection with the matters set out in this announcement. Gleacher Shacklock
neither 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 Gleacher Shacklock in
connection with this announcement, any statement contained herein or
otherwise.

 

Market Abuse Regulation

This press release contains inside information (i) as meant in clause 7(1) of
the Market Abuse Regulation and (ii) in terms of Article 7(1) of the Market
Abuse Regulation as it forms part of UK law pursuant to the European Union
(Withdrawal) Act 2018.

Disclaimer

Statements included in this press release that are not historical facts are,
or may be deemed to be, forward-looking statements, including "forward-looking
statements" made within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements may be identified by the
use of forward-looking terminology, including the terms "anticipates",
"expects", "intends", "may" or "will" or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially from
actual results, reflect the Company's current view with respect to future
events and are subject to risks relating to future events, including risks
from or uncertainties related to innovation; competition; brand &
reputation; acquisitions; global strategic projects; technological reliability
and availability; social change, legislation & regulation; data security
and privacy; financial reporting, people, operational complexity of hybrid
model and integration & transformation, as well as those contained in the
Company's filings with the SEC, including the Company's registration statement
on Form 20-F and Current Reports on Form 6-K, which may be obtained free of
charge at the SEC's website, http://www.sec.gov, and the Company's Annual
Reports, which may be obtained free of charge from the Company's corporate
website, https://justeattakeaway.com. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser. Forward-looking statements reflect knowledge and information
available at, and speak only as of, the date they are made, and the Company
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement. Readers are
cautioned not to place undue reliance on such forward-looking statements.

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