REG - Prosus NV Naspers Limited - Just Eat Takeaway post closing acceptance

Prosus NVAnnouncement

17/10/2025 07:00

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RNS Number : 8221D  Prosus NV  17 October 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 17 paragraph 4 of the Dutch Decree on
Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in
connection with the 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" ). 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 offer 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. Any terms not defined in this press release will have the meaning
set forth in the Offer Memorandum.

 

FINAL RESULTS OF PROSUS OFFER FOR JUST EAT TAKEAWAY.COM

 

Prosus will hold 98.19% of the Shares

Just Eat Takeaway.com to delist on 17 November 2025

 

●     During the Post-Closing Acceptance Period, an additional 8.06% of
the Shares have been tendered under the Offer

●     Including Shares already held by the Offeror, this represents a
total of 98.19% of the Shares

●     Settlement of Shares tendered during the Post-Closing Acceptance
Period will take place on 21 October 2025

●     Prosus will initiate statutory squeeze-out proceedings to obtain
100% of the Shares

●     The last trading date of the Shares on Euronext Amsterdam will be
14 November 2025 and listing and trading of the Shares will terminate as of 17
November 2025

 

Prosus and Just Eat Takeaway.com (JET) are pleased to announce that an
additional 16,287,885 Shares with an aggregate value of approximately EUR
330,644,070, representing 8.06% of the issued and outstanding share capital of
JET, have been tendered during the Post-Closing Acceptance Period that expired
at 17:40 CEST on 16 October 2025. Together with the 182,084,104 Shares already
acquired by the Offeror, which had an aggregate value of approximately
EUR 3,696,307,315, the Offeror will hold a total of 198,371,989 Shares with
an aggregate value of approximately EUR 4,026,951,385, representing a total
of approximately 98.19% of the issued and outstanding share capital of JET.

 

Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer
during the Post-Closing Acceptance Period shall receive the Offer Price (or
the ADS Offer Price in respect of tendered ADSs) for each Share validly
tendered (or defectively tendered, provided that such defect has been waived
by the Offeror) and transferred (geleverd) for acceptance pursuant to the
Offer, under the terms and conditions of the Offer and subject to its
restrictions.

 

Settlement of the Shares tendered during the Post-Closing Acceptance Period
and payment of the Offer Price (or the ADS Offer Price in respect of the
tendered ADSs) will take place on 21 October 2025.

 

The Applicable Exchange Rate related to the tendered ADSs is 1.1665. The USD
cash rate per ADS is 4.73599. For ADSs that will be acquired by Prosus in the
Squeeze-Out, the USD cash rate may be different.

 

Squeeze-Out

Prosus will, as soon as reasonably practicable, initiate a Squeeze-Out as
described under section 5.11(d) of the Offer Memorandum.

 

Delisting

In consultation with Euronext Amsterdam, the last trading day of the Ordinary
Shares will be on 14 November 2025. This means that the termination of the
listing of the Ordinary Shares on Euronext Amsterdam shall be effective as of
17 November 2025. Reference is made to section 5.11(b) (Liquidity and
Delisting) of the Offer Memorandum.

 

Termination of ADS Deposit Agreement

Prosus and JET intend, as soon as possible, to terminate the deposit agreement
between JET and the U.S. Depositary (Deutsche Bank Trust Company Americas) and
the holders and beneficial holders of ADSs. Reference is made to section
5.11(c) (Termination of the ADS Deposit Agreement) of the Offer Memorandum.

 

Announcements

Any announcement contemplated by the Offer Memorandum will be issued by a
press release. Any press release issued by Prosus will be made available on
www.prosus.com. Any press release issued by JET will be made available on
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/) .

 

 

Amsterdam, the Netherlands

17 October 2025

JSE sponsor to Prosus

Investec Bank Limited

 

 

For more information, please contact:

The Information Agent

Georgeson

Blaak 34

3011 TA Rotterdam

The Netherlands

Attn: Ivana Cvjetkovic

E: 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

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

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

 

Media:

Nicola McGowan

Chief Communications Officer

E: nicola.mcgowan@prosus.com

 

Charlie Pemberton

Communications Director

E: charlie.pemberton@prosus.com

 

Press enquiries Just Eat Takeaway.com N.V.

Investor relations:

Joris Wilton

E: IR@justeattakeaway.com

 

Media:

E: press@justeattakeaway.com

 

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

 

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 362,000 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.

 

General restrictions

This press release contains information that qualifies or may qualify as
inside information within the meaning of Article 7(1) of the EU Market Abuse
Regulation.

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 Company 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 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 Offer is 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 Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, the
Offer timetable, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer law and
practice.

 

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

 

The Offer 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 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.

 

 

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