Prosus seals Just Eat Takeaway takeover after clearing all conditions

Prosus NV on Thursday said it has wrapped up its acquisition of Just Eat Takeaway.com NV, after the deal first unveiled in February became unconditional.

The Netherlands-based technology company noted that all conditions for its all-cash offer have now been satisfied, and indicated that had bought 182.1 million Just Eat Takeaway shares, representing about 90.13%.

Prosus in May formally launched an offer to acquire Just Eat Takeaway, in a deal valuing the Amsterdam-based food delivery firm around EUR4.1 billion.

Just Eat Takeaway will be delisted from Euronext Amsterdam as soon as reasonably practicable, Prosus said.

Shareholders of Just Eat Takeaway, who have not accepted the offer, will have the opportunity to tender their shares from Friday this week to October 16.

Prosus said the composition of Just Eat Takeaway's supervisory board and management board will not change upon settlement of the transaction of Monday next week.

But upon delisting, the changes to the composition of both boards will become effective. As of the date of the delisting, Just Eat Takeaway Chair Dick Boer and other supervisory board members - Abbe Luersman, Angela Noon, Lloyd Frink and Mieke De Schepper - will resign. The appointments of Prosus's nominees - Prosus Chief Executive Officer Fabricio Bloisi, Prosus Head of Europe Roberto Gandolfo, and Prosus Head of Investments Fahd Beg - will become effective.

"I'm very pleased with the outcome of the tender offer, and excited to welcome JET to the Prosus ecosystem," Bloisi said, adding: "JET has a solid foundation, but for Prosus the hard work starts now."

Separately, Just Eat Takeaway said it intends to buy back its EUR300.0 million in 1.250% convertible bonds due 2026 and its EUR500.0 million in 0.625% convertible bonds due 2028.

To finance this repurchase of the convertible bonds, Prosus said it and Just Eat Takeaway on Thursday reached an agreement that will see Prosus offer Just Eat Takeaway a convertible loan of up to about EUR802

million on arm's length terms.

The loan has a maturity of 12 months and bears interest at a fixed rate of 3.50% per annum.