REG - Prosus NV Naspers Limited - Extends acceptance period of its PO for Just Eat

Prosus NVAnnouncement

29/07/2025 07:00

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RNS Number : 8659S  Prosus NV  29 July 2025

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

(Prosus)

This is a joint press release by MIH Bidco Holdings B.V. (the "Offeror"), an
indirectly wholly-owned subsidiary of Prosus N.V. ("Prosus") and Just Eat
Takeaway.com N.V. ("JET" or the "Company"). This joint press release is issued
pursuant to the provisions of Section 15, paragraph 2 of the Dutch Decree on
Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in
connection with the announced, intended recommended public offer by the
Offeror for all the issued and outstanding ordinary shares, American
depositary shares and CREST depositary interests in the capital of the Company
(the "Offer" and, together with the transactions contemplated in connection
therewith, the "Transaction"). This press release does not constitute an
offer, or any solicitation of any offer, to buy or subscribe for any
securities in the Company. The Offer is made solely pursuant to the memorandum
dated 19 May 2025 (the "Offer Memorandum"), as approved by the Dutch Authority
for the Financial Markets (Autoriteit Financiële Markten). This press release
is not for release, publication, or distribution, in whole or in part, in or
into, directly or indirectly, in any jurisdiction in which such release,
publication, or distribution would be unlawful. A capitalized term not defined
herein has the same meaning as set forth in the Offer Memorandum.

 

PROSUS EXTENDS ACCEPTANCE PERIOD OF ITS PUBLIC OFFER FOR JUST EAT TAKEAWAY.COM
UNTIL 1 OCTOBER 2025

 

·      Prosus extends Acceptance Period until 1 October 2025 at 17:40
CEST to align with revised competition clearance timeline set by the European
Commission

With reference to the Offer Memorandum, Prosus and JET announce that the
Acceptance Period has been extended and is now scheduled to end on 1 October
2025, at 17:40 hours CEST.

 

Extension

The Acceptance Period has been extended to accommodate the ongoing regulatory
review by the European Commission under the EU Merger Regulation. Currently
the European Commission is expected to issue its decision in relation to the
transaction on 11 August 2025. The Closing Date as referred to in the Offer
Memorandum will therefore be extended to 1 October 2025, at 17:40 hours CEST
(11:40 hours EST) to allow JET shareholders sufficient time to tender their
shares into the Offer.

 

During the extended Acceptance Period, any ordinary shares, American
depositary shares and CREST depositary interests previously tendered will
remain tendered under the Offer, subject to the right of each Shareholder to
withdraw the Shares already tendered in accordance with Article 15, paragraph
3 of the Decree and Section 4.3(h) (Withdrawal rights) of the Offer
Memorandum.

 

Status of Regulatory Clearances

Competition clearance from the European Commission is the only outstanding
Regulatory Clearance required for the transaction to proceed (see Section
5.6(f) of the Offer Memorandum). Prosus and JET continue to work closely and
constructively with the European Commission to satisfy this. Currently the
European Commission is expected to issue its decision in relation to the
transaction on 11 August 2025.

 

For more information, please contact:

 

The Information Agent

Georgeson

Blaak 34

3011 TA Rotterdam

The Netherlands

Attn: Ivana Cvjetkovic

E: prosusofferforTKWY@georgeson.com (mailto:prosusofferforTKWY@georgeson.com)

T: +31 85 788 6326

 

The Settlement Agent

ING Bank N.V.

Foppingadreef 7

1102 BD Amsterdam

The Netherlands

Attn.: Shafie Ishaak & René Ruiten

E: iss.pas@ing.com (mailto:iss.pas@ing.com)

T: +31 20 563 6685

 

The ADS Tender Agent

Equiniti Trust Company LLP

55 Challenger Road

Suite #200

Ridgefield Park, New Jersey 07660

Attn: Reorganisation Department

E: HelpAST@equiniti.com (mailto:HelpAST@equiniti.com)

T: (877) 248-6417 or (718) 921-8317

 

Press enquiries Prosus N.V. / MIH Bidco Holdings B.V.

Investor relations:

Eoin Ryan

Head of Investor Relations

E: eoin.ryan@prosus.com (mailto:eoin.ryan@prosus.com)

 

Media:

Nicola McGowan

Chief Communications Officer

E: nicola.mcgowan@prosus.com (mailto:nicola.mcgowan@prosus.com)

Charlie Pemberton

Communications Director

E: charlie.pemberton@prosus.com (mailto:charlie.pemberton@prosus.com)

 

Press enquiries Just Eat Takeaway.com N.V.

Investor relations:

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/)

 

JSE sponsor to Prosus

Investec Bank Limited

 

29 July 2025

Amsterdam, Netherlands

 

Announcements

Any announcement contemplated by the Offer Memorandum will be issued by press
release. Any press release issued by the Offeror or Prosus will be made
available on www.prosus.com (http://www.prosus.com/) . Any press release
issued by JET will be made available on www.justeattakeaway.com
(http://www.justeattakeaway.com/) .

 

Offer Memorandum

Digital copies of the Offer Memorandum are available on Prosus' website
at https://www.prosus.com/prosus-to-acquire-just-eat-takeaway-to-create-a-european-food-delivery-champion
(https://www.prosus.com/prosus-to-acquire-just-eat-takeaway-to-create-a-european-food-delivery-champion)
 and JET's website at
https://www.justeattakeaway.com/investors/shareholders-meetings/
(https://www.justeattakeaway.com/investors/shareholders-meetings/) .

 

General restrictions

The information in this announcement is not intended to be complete. This
announcement is for information purposes only and does not constitute an offer
or an invitation to acquire or dispose of any securities or investment advice
or an inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire the securities of the Company in any jurisdiction.

 

The distribution of this press release may, in some countries, be restricted
by law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, the Offeror and the Company
disclaim any responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these restrictions may
constitute a violation of the securities laws of that jurisdiction. Neither
the Company, nor the Offeror, nor any of their advisers assume any
responsibility for any violation by any person of any of these restrictions.
The JET shareholders in any doubt as to their position should consult an
appropriate professional adviser without delay. This announcement is not to be
released, published or distributed, in whole or in part, directly or
indirectly, in any jurisdiction in which such release, publication or
distribution would be unlawful.

 

The offer described in this announcement (the "Tender Offer") is made for all
of the issued and outstanding ordinary shares, American depositary shares and
CREST depositary interests of JET, which is a public company incorporated and
listed in the Netherlands, and will be subject to Dutch disclosure and
procedural requirements. The Tender Offer will be made to JET shareholders in
the United States in compliance with the applicable U.S. tender offer rules
under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange
Act"), and otherwise in accordance with the requirements of Dutch law.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, the
Tender Offer timetable, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer law and
practice. The financial information included in this announcement or to be
included in the document for the Tender Offer has been prepared in accordance
with applicable accounting standards in the Netherlands, and will not have
been prepared in accordance with U.S. GAAP, or derived therefrom, and may
therefore differ from, and not be comparable with, financial information of
U.S. companies.

 

Prosus and JET and their respective affiliates or brokers (acting as agents
for Prosus, JET or their affiliates, as applicable) may from time to time, and
other than pursuant to the Tender Offer, directly or indirectly, purchase, or
arrange to purchase outside the United States, shares in JET or any securities
that are convertible into, exchangeable for or exercisable for such shares
before or during the period in which the Tender Offer remains open for
acceptance, to the extent permitted by, and in compliance with, Rule 14e-5
under the U.S. Exchange Act. Any such purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
To the extent required in the Netherlands, any information about such
purchases will be made public in the Netherlands in the manner required by
Dutch law. To the extent information about such purchases or arrangements to
purchase is made public in the Netherlands, such information will be disclosed
by means of a press release or other means reasonably calculated to inform
persons in the United States of such information. In addition, affiliates of
the financial advisers to Prosus or JET may engage in ordinary course trading
activities in securities of JET, which may include purchases or arrangements
to purchase such securities.

 

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved of the Tender Offer, passed
upon the merits or fairness of the Tender Offer, or determined if this
announcement or the Tender Offer documents are accurate or complete.

 

The Tender Offer, if consummated, may have consequences under U.S. federal
income tax and applicable U.S. state and local, as well as non-U.S., tax laws
for JET shareholders. Each JET shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of the Tender
Offer.

 

It may not be possible for JET shareholders in the United States to effect
service of process within the United States upon JET, Prosus, or their
respective officers or directors, some or all of which may reside outside the
United States, or to enforce against any of them judgments of the United
States courts predicated upon the civil liability provisions of the federal
securities laws of the United States or other U.S. law. It may not be possible
to bring an action against JET, Prosus, or their respective officers or
directors (as applicable), in a non-U.S. court for violations of U.S. law,
including the U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S. court's
judgement. In addition, it may be difficult to enforce in the Netherlands
original actions, or actions for the enforcement of judgments of U.S. courts,
based on the civil liability provisions of the U.S. federal securities laws.

 

Forward-looking statements

This press release may include "forward-looking statements" and language that
indicates trends, such as "anticipated" and "expected". Although the Company
and the Offeror believe that the assumptions upon which their respective
financial information and their respective forward-looking statements are
based are reasonable, they can give no assurance that these assumptions will
prove to be correct. Neither the Company, nor the Offeror, nor any of their
advisers accept any responsibility for any financial information contained in
this press release relating to the business or operations or results or
financial condition of the other or their respective groups.

 

About the Company

Just Eat Takeaway.com N.V. (AMS: TKWY) is one of the world's leading global
on-demand delivery companies.

Headquartered in Amsterdam, the Company is focused on connecting consumers and
partners through its platforms. With 356,000 connected partners, JET offers
consumers a wide variety of choices from restaurants to retail.

JET has rapidly grown to become a leading on-demand delivery company with
operations in Australia, Austria, Belgium, Bulgaria, Canada, Denmark, Germany,
Ireland, Israel, Italy, Luxembourg, Poland, Slovakia, Spain, Switzerland, the
Netherlands and the United Kingdom.

Most recent information is available on our corporate website and follow us on
LinkedIn and X.

 

About Prosus

Prosus is the power behind the world's leading lifestyle ecommerce brands,
across Europe, India and Latin America, unlocking an AI-first world for its 2
billion customers. Prosus has a strong track record in food delivery, having
invested more than USD 10 billion globally in driving the category's momentum
and success. Today, Prosus' food businesses span 70+ countries, serving 1m+
restaurants around the world. The current portfolio includes full ownership of
iFood, Latin America's leading food delivery platform; together with
non-controlling positions including: a 28% stake in Delivery Hero, a leading
global food delivery company; an approximate 4% stake in Meituan, the world's
largest food delivery business, and a 25% stake in Swiggy, one of India's
largest food and grocery delivery platforms, which recently completed a
successful IPO in India.

 

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