REG - Prosus NV Naspers Limited Just Eat Takeaway - Acquisition of the remaining 33.3% stake in iFood

Just Eat Takeaway.com NVAnnouncement

19/08/2022 07:00

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RNS Number : 5908W  Prosus NV  19 August 2022

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

(Prosus)

 

ACQUISITION OF THE REMAINING 33.3% STAKE IN iFOOD FROM JUST EAT

 

Shareholders are advised that Prosus N.V. (Prosus) has entered into an
agreement through its affiliate MIH Movile Holdings B.V. (Movile) to acquire
the remaining 33.3% stake in iFood Holdings B.V. (iFood) and IF-JE Holdings
B.V., from minority shareholder Just Eat Holding Limited (Just Eat) for
€1.5bn in cash, plus a contingent consideration of up to a maximum of
€300m in cash. The contingent consideration may become payable if the food
delivery sector re-rates on a GMV and Gross Profit multiple basis over the
next twelve months. This acquisition consists of the sale by Just Eat of
shares representing 33.3% of each of iFood and IF-JE Holdings B.V., which
together own the iFood business. As part of the transaction, Just Eat will
also acquire, for no additional consideration, IF-JE Holdings B.V.'s 49%
interest in El Cocinero a Cuerda S.A., a company incorporated under the laws
of Spain.

 

The agreement and implementation of the transaction are subject to approval by
the Just Eat Takeway.com N.V. shareholders. The agreement also contains
covenants, warranties, undertakings and indemnities by the parties, customary
for transactions of this nature, including that Movile would be entitled to a
termination fee of €35m under certain circumstances. The transaction is
expected to become effective following the requisite approval being obtained
from the Just Eat Takeaway.com N.V. shareholders and the agreement becoming
unconditional in accordance with its terms. Following implementation of the
transaction, Prosus and its subsidiary, Movile (a Brazilian long-term investor
in technology companies), will fully own iFood.

 

As at 30 June 2022, and as set out in the unaudited condensed consolidated
interim financial statements of Just Eat Takeaway.com N.V. for the 6 month
period ended 30 June 2022, the value of the carrying amount of Just Eat's
interest in iFood was €1.744 billion. The loss attributable to Just Eat's
interest in iFood was €62 million, as disclosed in Just Eat Takeaway.com
N.V.'s audited, consolidated annual financial statements as at and for the
year ended 31 December 2021, which were prepared in accordance with the
International Financial Reporting Standards.

 

Just Eat is a wholly owned subsidiary of Just Eat Takeaway.com N.V., whose
shares are listed and traded on Euronext Amsterdam (AMS: TKWY), its CREST
depository interests (CDIs) are listed and traded on the London Stock Exchange
(LSE: JET), and its American Depositary Shares (ADSs) are quoted and traded on
the OTC Markets via a sponsored Level I Programme (ticker: JTKWY).

 

El Cocinero a Cuerda S.A. is a holding company of Sindelantal, a food delivery
business in Mexico, that ceased its operational activities in December 2020.

 

The acquisition will be funded from existing cash resources.

 

Prosus first invested in iFood through Movile in 2013. Starting as an online
food ordering website in Brazil, iFood rapidly developed into an industry
leader with a reputation for innovation. iFood stands out among the first to
develop own-delivery, which is now profitable. Today, iFood is a leading
platform business which includes grocery, quick commerce, and fintech. The
nearly decade-long commitment from Prosus has helped to enable iFood's
success.

 

Prosus has a strong track record of investing in, transforming and scaling
food delivery businesses in some of the world's highest growth markets. Today,
Prosus has a broad global perspective on the food delivery industry with a
presence in 57 markets globally. Prosus is well-positioned at the forefront of
the transformation that is happening across the food delivery value chain;
from how food is sourced, to how it is prepared and consumed. Prosus has built
a leading global portfolio of online food delivery companies, including iFood
in Latin America, Swiggy in India, and Delivery Hero, which has a presence in
more than 50 countries. Prosus is also an active investor in adjacent
businesses including Flink, Foodics, Oda and Sharebite.

 

The transaction is consistent with Prosus' strategy to invest where it has
high conviction, and is a natural next step in the long-standing relationship
between Prosus and iFood. Prosus believes this represents a great opportunity
to secure full ownership of a high performing, cornerstone asset in the
attractive Brazilian Food Delivery sector.

 

Amsterdam, the Netherlands

19 August 2022

JSE sponsor to Prosus

Investec Bank Limited

 

Enquiries

 Investor Enquiries                             +1 347-210-4305

 Eoin Ryan, Head of Investor Relations
 Media Enquiries                                + 27 78 802 6310

 Shamiela Letsoalo, Media Relations Director

 

About Prosus

Prosus is a global consumer internet group and one of the largest technology
investors in the world. Operating and investing globally in markets with
long-term growth potential, Prosus builds leading consumer internet companies
that empower people and enrich communities.

The group is focused on building meaningful businesses in the online
classifieds, food delivery, payments and fintech, and education technology
sectors in markets including India and Brazil. Through its ventures team,
Prosus invests in areas including health, logistics, blockchain, and social
commerce. Prosus actively seeks new opportunities to partner with exceptional
entrepreneurs using technology to improve people's everyday lives.

Every day, billions of customers use the products and services of companies
that Prosus has invested in, acquired or built, including 99minutos, Airmeet,
Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Biome Makers, Borneo,
Brainly, BUX, BYJU'S, Bykea, Captain Fresh, Codecademy, Collective Benefits,
Creditas, DappRadar, DeHaat, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus,
EVERY, Facily, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor,
iFood, Imovirtual, Klar, Kovi, LazyPay, letgo, Luno, Mensa Brands, Meesho,
merXu, Movile, Oda, OLX, Otodom, OTOMOTO, PaySense, PayU, Pharmeasy, Platzi,
Property24, Quick Ride, Red Dot Payment, Republic, Shipper, ShopUp, SoloLearn,
Stack Overflow, Standvirtual, Superside, Swiggy, Thndr, Tonik, Ula, Urban
Company, Wayflyer, and Wolt.

Hundreds of millions of people have made the platforms of Prosus's associates
a part of their daily lives. For listed companies where we have an interest,
please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft,
Sinch, and SimilarWeb.

Today, Prosus companies and associates help improve the lives of more than two
billion people around the world.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary
listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets
(PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.

 

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