South Africa’s Naspers pushes ahead with hostile Just Eat takeover

Edmund Heaphy
Finance and news reporter
A Just Eat rider with food on a street in Madrid, Spain. Photo: Jesús Hellín/Europa Press via Getty Images

Prosus (PRX.AS), the European arm of South African technology investment firm Naspers, on Monday forged ahead with its hostile £4.9bn takeover of online delivery giant Just Eat.

Prosus, which is Europe’s largest consumer internet company, published the full terms of its all-cash offer for the company, arguing that it had made an “attractive and fair” offer that would offer shareholders “certainty”.

The offer clashes with the proposed all-share merger of Just Eat and the Dutch Takeaway.com — a tie-up that both companies have argued creates more value for shareholders.

Just Eat shareholders will now vote on which offer to accept, even though the company’s board has unanimously advised them to reject the offer from Prosus.

Prosus is majority owned by Naspers, and launched on the Amsterdam stock exchange in early September.

In July, the London-based Just Eat said that it had agreed to merge with Takeaway.com, creating a European food delivery giant with roughly 360m global takeaway orders.

But the plan has been thrown into a spin by the Prosus offer.

The offer published by Prosus on Monday gives shareholders until 11 December to accept the 710p bid that it first unveiled in late October.

But it lowered the percentage of shareholders it was seeking approval from to 75%, down from 90%.

The move comes after Takeaway.com last week lowered its own terms. It will now also press ahead with the merger if 75% of Just Eat shareholders accept it.

“Prosus believes that the proposed combination with Takeaway.com will not fully or effectively address the challenges Just Eat is facing,” Prosus said in its offer document on Monday.

Before the Takeaway.com proposal, Just Eat had been under sustained pressure from activist investor Cat Rock Capital to combine with a rival delivery firm.

“Prosus, with its global experience and own-delivery expertise, is best positioned to assist Just Eat and its management in the next phase of its development,” Prosus said.