REG - Prosus NV Naspers Limited - Offer for Just Eat Takeaway.com unconditional

Prosus NVAnnouncement

02/10/2025 07:00

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RNS Number : 7272B  Prosus NV  02 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 4 paragraph 1, Section 6 paragraph 2,
Section 13 paragraph 1, Section 16 paragraphs 1 and 2 and Section 17 paragraph
1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft,
the "Decree") and Article 7 paragraph 1 of the European Market Abuse
Regulation (596/2014) in connection with the announced 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.

 

PROSUS DECLARES OFFER FOR JUST EAT TAKEAWAY.COM UNCONDITIONAL

 

Transaction can now successfully close

 

●     90.13% of the Shares have been tendered or irrevocably committed
under the Offer

●     All Offer Conditions have now been satisfied

●     Settlement will take place on 6 October 2025

●     Remaining Shares can be tendered during the Post-Closing
Acceptance Period, which runs from 3 October 2025 to 16 October 2025 at 17:40
CEST

●     JET separately announces the launch of a tender offer for its
outstanding convertible bonds

 

Prosus and JET are pleased to announce today that Prosus declares the Offer
unconditional (gestanddoening). During the Offer Period, 182,084,104 Shares
were tendered which represent approximately 90.13% of the issued and
outstanding share capital of JET. As a result, all Offer Conditions described
in the Offer Memorandum have been satisfied and the deal can now successfully
close.

 

Fabricio Bloisi, Prosus's CEO said, "I'm very pleased with the outcome of the
tender offer, and excited to welcome JET to the Prosus ecosystem. JET has a
solid foundation, but for Prosus the hard work starts now. Our goal is to act
quickly to transform JET through a focus on product, customer and innovation,
creating a true European tech champion that will reshape the future of food
delivery."

 

Jitse Groen, JET's CEO said, "As the tender offer has now been made
unconditional, I would like to congratulate Fabricio and his team on the
acquisition. We are looking forward to working with our new owner to
accelerate growth, and are excited about building a bright future together."

 

Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer
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 and payment of the Offer Price (or the ADS Offer
Price in respect of the tendered ADSs) will take place on 6 October 2025.
Following Settlement, Prosus will hold 182,084,104 Shares, representing
approximately 90.13% of the issued and outstanding share capital of JET
(calculated as of the date of this press release).

 

The Applicable Exchange Rate related to the tendered ADSs is 1.1725.

 

Post-Closing Acceptance Period

Shareholders who have not tendered their Shares during the Offer Period will
have the opportunity to tender their Shares under the same terms and
conditions applicable to the Offer during the Post-Closing Acceptance Period
which will start at 09:00 CEST on 3 October 2025 and end at 17:40 CEST on 16
October 2025 (the Post-Closing Acceptance Period). The Offeror shall continue
to accept for payment all Shares validly tendered (or defectively tendered,
provided that such defect has been waived by the Offeror) during such
Post-Closing Acceptance Period and shall pay for such Shares no later than
three Business Days following the last day of the Post-Closing Acceptance
Period.

 

The Offeror will publicly announce the results of the Post-Closing Acceptance
Period and the total amount and total percentage of Shares held by it in
accordance with Section 17 paragraph 4 of the Decree ultimately on the third
Business Day following the last day of the Post-Closing Acceptance Period.

 

During the Post-Closing Acceptance Period, Shareholders have no right to
withdraw Shares from the Offer, whether validly tendered (or defectively
tendered, provided that such defect has been waived by the Offeror) during the
Acceptance Period or during the Post-Closing Acceptance Period.

 

Delisting

Prosus and JET intend to procure the delisting of the Ordinary Shares on
Euronext Amsterdam as soon as reasonably practicable. Delisting may further
adversely affect the liquidity and market value of any Shares not tendered.

 

Composition of Management Board and Supervisory Board of JET

The composition of the Supervisory Board and Management Board of JET will not
change upon Settlement.

Upon delisting, the changes to the composition of the Supervisory Board of
JET, as approved by the EGM on 8 July 2025, will become effective. As of the
date of the delisting, Dick Boer, Abbe Luersman, Angela Noon, Lloyd Frink and
Mieke De Schepper will resign as members of the Supervisory Board of JET, and
the appointments of Prosus' nominees Roberto Gandolfo, Fabricio Bloisi and
Fahd Beg, will become effective.

 

If the Company is dissolved and liquidated as part of the Asset Sale and
Liquidation, the members of the Supervisory Board of JET will resign upon the
appointment of the Liquidator, on the terms and subject to the conditions set
forth in Section 5.11(f) (Asset Sale and Liquidation) and Section 5.18(c)
(Post-Offer Restructuring Resolutions) of the Offer Memorandum.

 

Further implications of the Offer being declared unconditional

Remaining Shareholders who do not wish to tender their Shares in the
Post-Closing Acceptance Period should carefully review the sections of the
Offer Memorandum that further explain the intentions of the Offeror, such as
(but not limited to) section 5.11 (Implications of the Offer being declared
unconditional), which describes certain implications to which such
Shareholders may become subject with their continued shareholding in JET.

 

This includes Prosus' and JET's intention to implement the Asset Sale and
Liquidation, which is described in detail in Section 5.11(f) (Asset Sale and
Liquidation) of the Offer Memorandum, as soon as reasonably practicable.
During the EGM held on 8 July 2025, all resolutions in respect of the Asset
Sale and Liquidation were adopted.

 

Repurchase of convertible bonds

JET separately announces an invitation to the holders of all of its
outstanding convertible bonds (together the "Bonds") to tender their Bonds for
purchase by the Company for cash (the "Bonds Tender Offer"). More details on
the Bonds Tender Offer will be announced imminently via JET's website on
https://www.justeattakeaway.com/investors/offerings-and-transactions/default.aspx
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.justeattakeaway.com%2Finvestors%2Fofferings-and-transactions%2Fdefault.aspx&data=05%7C02%7Chendrik.vantfoort%40debrauw.com%7C0f2c7f81ff2a42abec5908ddfcf2c85a%7Cb5de811454104382815bc02ed5231175%7C0%7C0%7C638944841869590414%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=JRklR23QOdRsfHtx3X7qAK1XZlVWNhmVskln8Za6X%2Bs%3D&reserved=0)
.

 

To finance the repurchase of the Bonds, Prosus and JET today entered into a
convertible loan agreement pursuant to which Prosus will, subject to the Offer
having been settled, make available to JET a convertible loan in an aggregate
principal amount of up to approx. EUR 802 million on arm's length terms (the
"Loan").

The Loan has a maturity of twelve (12) months and bears interest at a fixed
rate of 3.50% per annum. At any time after Settlement, the Offeror
may convert all or part of the outstanding principal amount under the Loan
plus accrued but unpaid interest into newly issued Ordinary Shares of JET,
each at a fixed conversion price of EUR 20.30 per Ordinary Share.

 

To the extent the newly issued Ordinary Shares upon conversion would exceed
the authorisation of JET from the general meeting to issue new shares, the
conversion of such part of the Loan will be conditional on the adoption of the
relevant resolutions by JET's general meeting of shareholders.

 

Settlement of the Company Incentive Plans

Unvested STI and LTI grants under the Company's Management Board incentive
plans will vest immediately prior to Settlement in accordance with Section
6.11(b) (Treatment of JET Incentive Plans until and at Settlement) of the
Offer Memorandum. Pursuant to irrevocable undertakings dated 23 February 2025,
the Company's Management Board members have undertaken to tender all Shares
held by or on their behalf under the Offer. Accordingly, JET will, on behalf
of the Company's (former) Management Board members, tender the accelerated
vested Shares under the Offer during the Post-Closing Acceptance Period.

 

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

2 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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