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The competing bids for Just Eat plc (Just Eat) by Takeaway.com N.V. (Takeaway.com) and Prosus N.V. (Prosus) took a twist this week when Takeaway.com elected on 4 November 2019 to the structure of its offer from a scheme of arrangement to a recommended contractual offer. Takeaway.com stated that it believed that the revised structure provided Just Eat shareholders with increased deal certainty.

The offer will be conditional upon valid acceptances being received in respect of not less than 75% of Just Eat shares to which the offer relates, although Takeaway.com has the ability to waive this condition to a lower percentage (subject to the requirements of the Code). This ability to waive down the acceptance condition is likely to have been a significant factor in Takeaway.com’s decision to switch to an offer structure in light of the competing bid from Prosus. Under a scheme of arrangement, a majority in number representing 75% in value of eligible shareholders voting at the court meeting, must approve the scheme.  Unlike an offer, it is not possible to waive these approval thresholds.  

Just Eat’s board continues to support the combination of Just Eat and Takeaway.com. Commenting on the transaction, Takeaway.com’s CEO, Jitse Groen, stated that the combination ‘offers its shareholders a future value far superior to both Just Eat and Takeaway.com separately, and to the recent cash offer made by Prosus’.

The Market Tracker team will monitor these offers.