Prosus Clears Competition Hurdle in Just Eat Hostile Bid

"The increased offer is therefore clearly superior to the offer both in terms of value offered and deal certainty."

Just Eat
Just Eat

The Dutch arm of South African internet titan Naspers, Prosus is a step closer to acquiring Just Eat, which is at the centre of a takeover battle with Takeaway.

The company, controlled by South African-based Naspers, has cleared the acquisition of Just Eat with the Spanish Markets and Competition Commission under the Spanish Competition Act.

“We are pleased to have cleared the competition hurdle which further underlines the certainty and deliverability of our superior cash offer of 740p per share to Just Eat shareholders,” said Bob van Dijk, the Group CEO of Prosus.

Prosus said this is an important milestone that further increases deal certainty of the increased offer following yesterday’s reduction of the acceptance condition to a simple majority of the Just Eat shares (50% plus one Just Eat share).

In contrast, the offer remains subject to a 75% acceptance condition and the approval of its own shareholders, and there can be no certainty that the higher acceptance condition and/or shareholder approval will be obtained, said Prosus.

“The increased offer is therefore clearly superior to the offer both in terms of value offered and deal certainty.”

The increased Prosus offer remains subject to the satisfaction or waiver of the remaining conditions.

Just Eat shareholders have until 3 pm SA time on December 27 to accept the Prosus offer.

On Monday, Naspers-owned Prosus sweetened its offer to 740p offer a share. The increased offer is at a 25.6% premium to Just Eat’s closing share price on 21 October 2019. For more read: Naspers’ Prosus Ups Offer for Just Eat to R98bn

In October, the Euronext and JSE-listed tech giant made a bid of 4.9 billion pounds ($6.35 billion or R94 billion) or 710 pence a share, in cash for Just Eat. For more read: Naspers’ Prosus Makes R94bn Bid For Just Eat

Just Eat rejected this £5bn hostile swoop by Prosus, the Dutch arm of South Africa internet titan Naspers. Its board is instead recommending investors support a planned merger with that was announced this summer.


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