REG - Prosus NV Naspers Limited - OBTAINED REGULATORY CLEARANCES TO CLOSE JUST EAT

Prosus NVAnnouncement

Mon 15:00

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RNS Number : 8532U  Prosus NV  11 August 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 Article 4 paragraph 3 of the Dutch Decree on Public Takeover Bids
(Besluit openbare biedingen Wft) 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
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 AND JET HAVE OBTAINED ALL REGULATORY CLEARANCES TO CLOSE THE OFFER FOR
JUST EAT TAKEAWAY.COM

 

●     Prosus and JET have obtained competition clearance from the
European Commission for the Offer

●     All Regulatory Clearances required to close the Offer have now
been obtained

●     The Acceptance Period will end on 1 October 2025, at 17:40 hours
CEST

●     Prosus and JET recommend all Shareholders to tender their Shares
under the Offer

 

Prosus and JET are pleased to announce that they have obtained competition
clearance from the European Commission for the Offer. Prosus and JET have now
obtained all Regulatory Clearances required to close the Offer. Acquiring Just
Eat Takeaway.com provides a unique opportunity for Prosus to build a
Europe-based food delivery champion, leveraging its strong industry experience
and AI capabilities to accelerate growth at JET.

 

As previously communicated, the Acceptance Period will end on 1 October 2025,
at 17:40 hours CEST (11:40 hours EST) (the "Closing Date"). Shareholders can
continue to tender their Shares, American depositary shares and CREST
depositary receipts in the share capital of JET until the Closing Date.

 

Fabricio Bloisi, Prosus's CEO said: "We're thrilled by the European
Commission's swift approval of our acquisition of JET. Innovation doesn't
wait, and we can now get to work quickly, as AI is rapidly reshaping food
delivery. This milestone marks a bold investment in Europe's AI future and
strengthens our commitment to the continent.

 

"With JET's trusted brand and leading positions, combined with Prosus's
technical expertise and global scale, we're poised to accelerate growth,
enhance customer experiences, and unlock new value for our partners, drivers,
and shareholders. Our ambition is clear: to build a true European tech
champion and lead the next chapter in food delivery innovation."

 

European Commission expedited clearance and commitments

Prosus has engaged constructively with the European Commission to agree a
targeted set of commitments to secure regulatory clearance. This includes a
reduction of Prosus's equity stake in Delivery Hero (such that it will no
longer be the largest shareholder) over a 12-month period. In addition, Prosus
will not recommend or appoint any future individual connected with
Naspers/Prosus to the Delivery Hero Management or Supervisory Boards, or
governing bodies.

 

These actions reflect Prosus's desire to move swiftly to integrate JET into
the Prosus ecosystem and begin the work necessary to accelerate JET's
performance. It also highlights Prosus's continued commitment to fostering a
dynamic and competitive food delivery sector in Europe.

 

 

Declaring the Offer unconditional

If, in addition to the Regulatory Clearances, all other Offer Conditions are
satisfied or waived by the Closing Date, including the Acceptance Threshold
for the transaction having been met, Prosus will declare the Offer
unconditional within three Business Days after the Closing Date.

 

As previously communicated, the Post-Offer Restructuring Resolutions were
adopted by the Shareholders of JET at the EGM convened on 8 July 2025.
Consequently, the Acceptance Threshold has been lowered from 95% to 80% of
JET's total issued and outstanding share capital at the Closing Date. Prosus
may unilaterally waive the Acceptance Threshold in case of a tender percentage
of at least 67%, in which case the Offeror will not be able to initiate the
Squeeze-Out, the Asset Sale and Squeeze-Out, or the Asset Sale and Liquidation
to acquire the remainder of the Shares or the business and instead will become
a majority Shareholder as a consequence of the Offer.

 

Acceptance by Shareholders

Acceptance by holders of Ordinary Shares through Admitted Institutions

Shareholders who hold their Ordinary Shares through an Admitted Institution
are requested to make their acceptance known through their bank or stockbroker
no later than 17:40 hours CEST (11:40 hours EST) on the Closing Date. The
custodian, bank or stockbroker may set an earlier deadline for communication
by Shareholders in order to permit the custodian, bank or stockbroker to
communicate its acceptances to ING Bank N.V. (the "Settlement Agent") in a
timely manner. Accordingly, Shareholders holding Ordinary Shares through a
financial intermediary should comply with the dates communicated by such
financial intermediary, as such dates may differ from the dates and times
noted in the Offer Memorandum or this press release. Admitted Institutions may
tender Ordinary Shares for acceptance only to the Settlement Agent and only in
writing.

 

Acceptance by holders of CDIs

Holders of CDIs who wish to accept the Offer must do so through their
financial intermediary in accordance with the procedures established by CREST.
In addition, holders of CDIs who hold their CDIs through the Equiniti
Corporate Sponsored Nominee Program and who wish to accept the Offer must do
so in accordance with the procedures established by the Equiniti Corporate
Sponsored Nominee Program. CDI holders should make their acceptance known no
later than 17:40 hours CEST (11:40 hours EST) on the Closing Date. Financial
intermediaries or Euroclear UK & International Limited, as the case may
be, may set an earlier deadline to ensure timely communication of acceptances
to the Settlement Agent. CDI holders should therefore comply with the dates
communicated by such financial intermediary or by Euroclear UK &
International Limited, as applicable, as such dates may differ from the dates
and times noted in the Offer Memorandum.

 

Financial intermediaries holding CDIs on behalf of CDI holders (including
Equiniti Financial Services Limited) must submit acceptance instructions
through CREST by transmitting the relevant transfer to escrow (TTE)
instruction in accordance with the procedures of the CREST system. The TTE
instruction must specify the ISIN of the CDIs, indicate the number of CDIs
being tendered, and include the relevant member account ID.

Acceptance by holders of ADSs.

 

Holders of ADSs in registered form, either in American depositary receipt
(ADR) form or in uncertificated form through DRS/Profile, may accept the Offer
and tender ADSs to the ADS Tender Agent by delivering to Equiniti Trust
Company LLP (the "ADS Tender Agent") a properly completed and duly executed
ADS Letter of Transmittal, with any applicable signature guarantees from an
Eligible Institution, together with the ADRs representing the ADSs specified
on the face of the ADS Letter of Transmittal, if applicable, prior to the
Closing Date. The ADS Letter of Transmittal and other associated forms are
available upon request from the ADS Tender Agent. Properly completed and duly
executed ADS Letters of Transmittal, together with the corresponding ADRs, if
applicable, should only be sent to the ADS Tender Agent. Properly completed
and duly executed ADS Letters of Transmittal, together with the corresponding
ADRs, if applicable, (or, if a Shareholder is tendering pursuant to the
guaranteed delivery procedures referred to below, the properly-completed
notice of guaranteed delivery) must be received by the ADS Tender Agent prior
to the Closing Date.

 

Shareholders holding ADSs in book-entry form, all of which are held through
the facilities of Depositary Trust Company ("DTC"), must instruct the
financial intermediary through which such Shareholder owns its ADSs to arrange
for the DTC participant holding the ADSs in its DTC account to tender such
ADSs to the DTC account of the ADS Tender Agent through the book-entry
transfer facilities of DTC and DTC will then edit and verify the acceptance
and send an Agent's Message to the ADS Tender Agent for its acceptance. DTC
has informed the Offeror that it can only cut off book-entry tenders of ADSs
at the end of a U.S. Business Day, New York time, and the Offeror has agreed
that it will accept valid book-entry tenders of ADSs up until 11:59 hours EST
on 30 September 2025, and the Agent's Message and any other required documents
must be transmitted to, and received by, the ADS Tender Agent before such
time. By tendering its ADSs in book-entry form and not withdrawing such
tender, a Shareholder will be deemed to have delivered a binding letter of
transmittal. Financial intermediaries may set an earlier deadline for
communication by holders of ADSs in order to permit the financial intermediary
to communicate acceptances to the ADS Tender Agent in a timely manner. If the
procedure for registered or book-entry tenders cannot be completed on a timely
basis, holders of ADSs in book-entry form may follow the guaranteed delivery
procedures as described in section 4.3(e) of the Offer Memorandum.

 

Settlement

In the event that the Offeror announces that the Offer is declared
unconditional, Shareholders who have validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and transferred
their Shares for acceptance pursuant to the Offer on or prior to the Closing
Date will promptly, and in any event within three Business Days after the
Closing Date, receive the Offer Price in respect of each Tendered Ordinary
Share and Tendered CDI, or the ADS Offer Price in respect of each Tendered
ADS, as of which moment dissolution or annulment of a Shareholder's tender or
transfer shall not be permitted. Settlement will only take place if the Offer
is declared unconditional.

 

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. 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 and
JET's website at
https://www.justeattakeaway.com/investors/shareholders-meetings/
(https://www.justeattakeaway.com/investors/shareholders-meetings/) .

 

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/)

 

JSE sponsor to Prosus

Investec Bank Limited

 

11 August 2025

Amsterdam

 

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 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 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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