• Prosus and Just Eat Takeaway.com agree on a recommended all-cash offer for all issued and outstanding shares of Just Eat Takeaway.com.
• Prosus offers Just Eat Takeaway.com shareholders €20.30 per share in cash, a 49% premium to the 3-month volume weighted average price (“VWAP”)¹ and a 22% premium to the 3-month high.
• Offer unanimously supported and recommended by Just Eat Takeaway.com’s Management Board and Supervisory Board.
• Prosus sees opportunity to accelerate growth at Just Eat Takeaway.com, leveraging its strong industry experience to innovate and drive efficiencies.
• Transaction subject to customary pre-offer and offer conditions, including obtaining regulatory approvals.

AMSTERDAM & JOHANNESBURG, South Africa–(BUSINESS WIRE)–Prosus N.V. (Prosus) (AEX and JSE: PRX), the global technology company, today announced it has reached a conditional agreement to acquire Just Eat Takeaway.com (AMS:TKWY), to create the fourth largest food delivery group globally. Prosus intends to acquire Just Eat Takeaway.com’s entire issued share capital for €20.30 per share via a recommended all-cash public offer on the Amsterdam exchange. This represents a 49% premium to the 3-month VWAP as of 21 February 2025, and a 22% premium to Just Eat Takeaway.com’s highest share price over the last three months.

“We are excited for Just Eat Takeaway.com to join the Prosus Group and the opportunity to create a European tech champion,” said Fabricio Bloisi, Prosus’s CEO. “Prosus already has an extensive food delivery portfolio outside of Europe and a proven track record of profitable growth through investment in our customer and driver experiences, restaurant partnerships, and world-class logistics, powered by innovation and AI. We believe that combining Prosus’s strong technical and investment capabilities with Just Eat Takeaway.com’s leading brand position in key European markets will create significant value for our customers, drivers, partners, and shareholders.”

Just Eat Takeaway.com CEO, Jitse Groen added: “Just Eat Takeaway.com is now a faster growing, more profitable and predominantly European-based business. Prosus fully supports our strategic plans, and its extensive resources will help to further accelerate our investments and growth across food, groceries, fintech and other adjacencies. We are looking forward to an exciting future together.”

Strategic rationale:

Acquiring Just Eat Takeaway.com provides a unique opportunity to extend the leadership of a strong European food delivery platform, complementing Prosus’s existing food delivery footprint outside of Europe.

Just Eat Takeaway.com has a deep connection to its customer base and has developed some of the most loved food delivery brands in Europe. Its success within the United Kingdom, Germany and The Netherlands, has led to profitable, cash generative operations, with considerable growth potential, which Prosus intends to build upon.

As a leading global food delivery investor and operator, with a proven track record in successfully scaling ecommerce platforms, Prosus is well positioned to invest in and accelerate growth at Just Eat Takeaway.com to unlock value beyond its standalone potential as a listed business. Prosus’s highly effective growth strategy at iFood, in Brazil, provides a ready guide to transform Just Eat Takeaway.com’s growth path through renewed focus across tech, product features, demand generation, offer quality and service.

In particular, Prosus’s AI capabilities have been fundamental to the success of iFood. The implementation of AI has revolutionised operations at iFood and enhanced the customer experience and support for drivers, making it the most loved brand in Brazil. Similar opportunities exist at Just Eat Takeaway.com to improve the customer and driver experience, boost service reliability, and optimise logistics.

For full details on the proposed Transaction, timeline and process, reference is made to the joint press release by Prosus and Just Eat Takeaway.com, which can be accessed at www.prosus.com.

Prosus food delivery

Prosus has a strong track record in food delivery outside of Europe, having invested more than US$10 billion globally in driving the category’s momentum and success. Today, Prosus’s 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. Prosus holds a 28% stake in Delivery Hero, a leading global food delivery company and an approximate 4% stake in Meituan, the world’s largest food delivery business. Prosus also holds a 25% stake in Swiggy, a leading food and grocery delivery platform in India, which recently completed a successful IPO in India.

Just Eat Takeaway.com overview

Just Eat Takeaway.com operates in 17 international markets, with leading positions in the majority of its markets. Across its markets, it connects 61 million customers with over 356,000 local partners. As one of Europe’s most recognised food delivery brands platforms, Just Eat Takeaway.com has strong brand awareness in most of its markets. In 2024 it generated €26.3 billion in GTV (€18.9 billion excl. Grubhub) and delivered an adjusted EBITDA of €460 million (€313 million excl. Grubhub).

General restrictions

This announcement is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014).

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 Prosus or Just Eat Takeaway.com 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, Prosus disclaims 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 Offeror, nor any of its advisors, assume any responsibility for any violation by any person of any of these restrictions. The Just Eat Takeaway.com shareholders in any doubt as to their position should consult an appropriate professional advisor 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, including in or to the United States.

Forward-looking statements

This press release may include “forward-looking statements” and language that indicates trends, such as “anticipated” and “expected”. Although Prosus believes that the assumptions upon which its financial information and forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Neither the Offeror, nor any of its advisors accepts 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.

Goldman Sachs is acting as financial advisor to Prosus. Allen Overy Shearman Sterling LLP, Skadden, Arps Slate, Meagher & Florm LLP and Davis Polk & Wardwell London LLP are acting as legal advisors to Prosus. Brunswick and FGS are acting as communications advisors to Prosus. Gleacher Shacklock LLP and Morgan Stanley & Co. International plc are acting as financial advisor and De Brauw Blackstone Westbroek N.V. is acting as legal advisor to Just Eat Takeaway.com. Lazard has provided an independent fairness opinion to the Supervisory Board of Just Eat Takeaway.com and Freshfields LLP is acting as legal advisor to the Supervisory Board. Confidant Partners is acting as the communications advisor to Just Eat Takeaway.com.

¹ As of 21 February 2025

Contacts

For more information, please contact:

Nicola McGowan
Chief Communications Officer

Tel: +44 75 6325 7245

Email: nicola.mcgowan@prosus.com

Charlie Pemberton
Communications Director

Tel: +31 615 494 359

Email: charlie.pemberton@prosus.com

UK and International media enquiries
FGS

Email: prosus-uk@fgsglobal.com

South African media enquiries
Brunswick

Email:Brunswick-naspers@brunswickgroup.com

Dutch media enquiries
Stampa

Email: prosus@stampacommunications.com