Wrap Text
Prosus and JET have Obtained all Regulatory Clearances to close the Offer for Just Eat Takeaway.com
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000325783
(Naspers)
PROSUS AND JET HAVE OBTAINED ALL REGULATORY CLEARANCES TO CLOSE THE OFFER FOR JUST EAT TAKEAWAY.COM
This is a joint press release by MIH Bidco Holdings B.V. (the "Offeror"), an indirectly wholly-owned
subsidiary of Prosus N.V. ("Prosus") and Just Eat Takeaway.com N.V. ("JET" or the "Company"). This
joint press release is issued pursuant to Article 4 paragraph 3 of the Dutch Decree on Public Takeover
Bids (Besluit openbare biedingen Wft) and Article 7 paragraph 1 of the European Market Abuse
Regulation (596/2014) in connection with the announced recommended public offer by the Offeror for
all the issued and outstanding ordinary shares, American depositary shares and CREST depositary
interests in the capital of the Company (the "Offer"). This press release does not constitute an offer, or
any solicitation of any offer, to buy or subscribe for any securities in the Company. The Offer is made
solely pursuant to the memorandum dated 19 May 2025 (the "Offer Memorandum"), as approved by
the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten). This press release is not
for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, in any
jurisdiction in which such release, publication, or distribution would be unlawful. Any terms not defined
in this press release will have the meaning set forth in the Offer Memorandum.
- Prosus and JET have obtained competition clearance from the European Commission for
the Offer
- All Regulatory Clearances required to close the Offer have now been obtained
- The Acceptance Period will end on 1 October 2025, at 17:40 hours CEST
- Prosus and JET recommend all Shareholders to tender their Shares under the Offer
Prosus and JET are pleased to announce that they have obtained competition clearance from the
European Commission for the Offer. Prosus and JET have now obtained all Regulatory Clearances
required to close the Offer. Acquiring Just Eat Takeaway.com provides a unique opportunity for Prosus
to build a Europe-based food delivery champion, leveraging its strong industry experience and AI
capabilities to accelerate growth at JET.
As previously communicated, the Acceptance Period will end on 1 October 2025, at 17:40 hours CEST
(11:40 hours EST) (the "Closing Date"). Shareholders can continue to tender their Shares, American
depositary shares and CREST depositary receipts in the share capital of JET until the Closing Date.
Fabricio Bloisi, Prosus's CEO said: "We're thrilled by the European Commission's swift approval of
our acquisition of JET. Innovation doesn't wait, and we can now get to work quickly, as AI is rapidly
reshaping food delivery. This milestone marks a bold investment in Europe's AI future and strengthens
our commitment to the continent.
"With JET's trusted brand and leading positions, combined with Prosus's technical expertise and global
scale, we're poised to accelerate growth, enhance customer experiences, and unlock new value for our
partners, drivers, and shareholders. Our ambition is clear: to build a true European tech champion and
lead the next chapter in food delivery innovation."
European Commission expedited clearance and commitments
Prosus has engaged constructively with the European Commission to agree a targeted set of
commitments to secure regulatory clearance. This includes a reduction of Prosus's equity stake in
Delivery Hero (such that it will no longer be the largest shareholder) over a 12-month period. In addition,
Prosus will not recommend or appoint any future individual connected with Naspers/Prosus to the
Delivery Hero Management or Supervisory Boards, or governing bodies.
These actions reflect Prosus's desire to move swiftly to integrate JET into the Prosus ecosystem and
begin the work necessary to accelerate JET's performance. It also highlights Prosus's continued
commitment to fostering a dynamic and competitive food delivery sector in Europe.
Declaring the Offer unconditional
If, in addition to the Regulatory Clearances, all other Offer Conditions are satisfied or waived by the
Closing Date, including the Acceptance Threshold for the transaction having been met, Prosus will
declare the Offer unconditional within three Business Days after the Closing Date.
As previously communicated, the Post-Offer Restructuring Resolutions were adopted by the
Shareholders of JET at the EGM convened on 8 July 2025. Consequently, the Acceptance Threshold
has been lowered from 95% to 80% of JET's total issued and outstanding share capital at the Closing
Date. Prosus may unilaterally waive the Acceptance Threshold in case of a tender percentage of at
least 67%, in which case the Offeror will not be able to initiate the Squeeze-Out, the Asset Sale and
Squeeze-Out, or the Asset Sale and Liquidation to acquire the remainder of the Shares or the business
and instead will become a majority Shareholder as a consequence of the Offer.
Acceptance by Shareholders
Acceptance by holders of Ordinary Shares through Admitted Institutions
Shareholders who hold their Ordinary Shares through an Admitted Institution are requested to make
their acceptance known through their bank or stockbroker no later than 17:40 hours CEST (11:40 hours
EST) on the Closing Date. The custodian, bank or stockbroker may set an earlier deadline for
communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate
its acceptances to ING Bank N.V. (the "Settlement Agent") in a timely manner. Accordingly,
Shareholders holding Ordinary Shares through a financial intermediary should comply with the dates
communicated by such financial intermediary, as such dates may differ from the dates and times noted
in the Offer Memorandum or this press release. Admitted Institutions may tender Ordinary Shares for
acceptance only to the Settlement Agent and only in writing.
Acceptance by holders of CDIs
Holders of CDIs who wish to accept the Offer must do so through their financial intermediary in
accordance with the procedures established by CREST. In addition, holders of CDIs who hold their
CDIs through the Equiniti Corporate Sponsored Nominee Program and who wish to accept the Offer
must do so in accordance with the procedures established by the Equiniti Corporate Sponsored
Nominee Program. CDI holders should make their acceptance known no later than 17:40 hours CEST
(11:40 hours EST) on the Closing Date. Financial intermediaries or Euroclear UK & International
Limited, as the case may be, may set an earlier deadline to ensure timely communication of
acceptances to the Settlement Agent. CDI holders should therefore comply with the dates
communicated by such financial intermediary or by Euroclear UK & International Limited, as applicable,
as such dates may differ from the dates and times noted in the Offer Memorandum.
Financial intermediaries holding CDIs on behalf of CDI holders (including Equiniti Financial Services
Limited) must submit acceptance instructions through CREST by transmitting the relevant transfer to
escrow (TTE) instruction in accordance with the procedures of the CREST system. The TTE instruction
must specify the ISIN of the CDIs, indicate the number of CDIs being tendered, and include the relevant
member account ID.
Acceptance by holders of ADSs
Holders of ADSs in registered form, either in American depositary receipt (ADR) form or in uncertificated
form through DRS/Profile, may accept the Offer and tender ADSs to the ADS Tender Agent by
delivering to Equiniti Trust Company LLP (the "ADS Tender Agent") a properly completed and duly
executed ADS Letter of Transmittal, with any applicable signature guarantees from an Eligible
Institution, together with the ADRs representing the ADSs specified on the face of the ADS Letter of
Transmittal, if applicable, prior to the Closing Date. The ADS Letter of Transmittal and other associated
forms are available upon request from the ADS Tender Agent. Properly completed and duly executed
ADS Letters of Transmittal, together with the corresponding ADRs, if applicable, should only be sent to
the ADS Tender Agent. Properly completed and duly executed ADS Letters of Transmittal, together
with the corresponding ADRs, if applicable, (or, if a Shareholder is tendering pursuant to the guaranteed
delivery procedures referred to below, the properly-completed notice of guaranteed delivery) must be
received by the ADS Tender Agent prior to the Closing Date.
Shareholders holding ADSs in book-entry form, all of which are held through the facilities of Depositary
Trust Company ("DTC"), must instruct the financial intermediary through which such Shareholder owns
its ADSs to arrange for the DTC participant holding the ADSs in its DTC account to tender such ADSs
to the DTC account of the ADS Tender Agent through the book-entry transfer facilities of DTC and DTC
will then edit and verify the acceptance and send an Agent's Message to the ADS Tender Agent for its
acceptance. DTC has informed the Offeror that it can only cut off book-entry tenders of ADSs at the
end of a U.S. Business Day, New York time, and the Offeror has agreed that it will accept valid book-
entry tenders of ADSs up until 11:59 hours EST on 30 September 2025, and the Agent's Message and
any other required documents must be transmitted to, and received by, the ADS Tender Agent before
such time. By tendering its ADSs in book-entry form and not withdrawing such tender, a Shareholder
will be deemed to have delivered a binding letter of transmittal. Financial intermediaries may set an
earlier deadline for communication by holders of ADSs in order to permit the financial intermediary to
communicate acceptances to the ADS Tender Agent in a timely manner. If the procedure for registered
or book-entry tenders cannot be completed on a timely basis, holders of ADSs in book-entry form may
follow the guaranteed delivery procedures as described in section 4.3(e) of the Offer Memorandum.
Settlement
In the event that the Offeror announces that the Offer is declared unconditional, Shareholders who have
validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and
transferred their Shares for acceptance pursuant to the Offer on or prior to the Closing Date will
promptly, and in any event within three Business Days after the Closing Date, receive the Offer Price
in respect of each Tendered Ordinary Share and Tendered CDI, or the ADS Offer Price in respect of
each Tendered ADS, as of which moment dissolution or annulment of a Shareholder's tender or transfer
shall not be permitted. Settlement will only take place if the Offer is declared unconditional.
Announcements
Any announcement contemplated by the Offer Memorandum will be issued by press release. Any press
release issued by the Offeror or Prosus will be made available on www.prosus.com. Any press release
issued by JET will be made available on www.justeattakeaway.com.
Offer Memorandum
Digital copies of the Offer Memorandum are available on Prosus' website
at https://www.prosus.com/prosus-to-acquire-just-eat-takeaway-to-create-a-european-food-delivery-
champion and JET's website at https://www.justeattakeaway.com/investors/shareholders-meetings/.
For more information, please contact:
The Information Agent
Georgeson
Blaak 34
3011 TA Rotterdam
The Netherlands
Attn: Ivana Cvjetkovic
E: prosusofferforTKWY@georgeson.com
T: +31 85 788 6326
The Settlement Agent
ING Bank N.V.
Foppingadreef 7
1102 BD Amsterdam
The Netherlands
Attn.: Shafie Ishaak & René Ruiten
E: iss.pas@ing.com
T: +31 20 563 6685
The ADS Tender Agent
Equiniti Trust Company LLP
55 Challenger Road
Suite #200
Ridgefield Park, New Jersey 07660
Attn: Reorganisation Department
E: HelpAST@equiniti.com
T: (877) 248-6417 or (718) 921-8317
Press enquiries Prosus N.V. / MIH Bidco Holdings B.V.
Investor relations:
Eoin Ryan
Head of Investor Relations
E: eoin.ryan@prosus.com
Media:
Nicola McGowan
Chief Communications Officer
E: nicola.mcgowan@prosus.com
Charlie Pemberton
Communications Director
E: charlie.pemberton@prosus.com
Press enquiries Just Eat Takeaway.com N.V.
Investor relations:
Joris Wilton
E: IR@justeattakeaway.com
Media:
E: press@justeattakeaway.com
For more information, please visit our corporate website: https://www.justeattakeaway.com/
JSE sponsor to Naspers
Investec Bank Limited
11 August 2025
Cape Town
General restrictions
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 the Company 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, the Offeror and the Company disclaim 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 Company, nor the Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these
restrictions. The Company shareholders in any doubt as to their position should consult an appropriate professional adviser
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.
The offer described in this announcement (the "Tender Offer") is made for all of the issued and outstanding ordinary shares,
American depositary shares and CREST depositary interests of JET, which is a public company incorporated and listed in the
Netherlands, and will be subject to Dutch disclosure and procedural requirements. The Tender Offer will be made to JET
shareholders in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange
Act of 1934, as amended (the "U.S. Exchange Act"), and otherwise in accordance with the requirements of Dutch law.
Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal
rights, the Tender Offer timetable, settlement procedures and timing of payments that are different from those applicable under
U.S. domestic tender offer law and practice. The financial information included in this announcement or to be included in the
document for the Tender Offer has been prepared in accordance with applicable accounting standards in the Netherlands, and
will not have been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be
comparable with, financial information of U.S. companies.
Prosus and JET and their respective affiliates or brokers (acting as agents for Prosus, JET or their affiliates, as applicable) may
from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase, or arrange to purchase outside the
United States, shares in JET or any securities that are convertible into, exchangeable for or exercisable for such shares before
or during the period in which the Tender Offer remains open for acceptance, to the extent permitted by, and in compliance with,
Rule 14e-5 under the U.S. Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent required in the Netherlands, any information about such purchases will
be made public in the Netherlands in the manner required by Dutch law. To the extent information about such purchases or
arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release or
other means reasonably calculated to inform persons in the United States of such information. In addition, affiliates of the financial
advisers to Prosus or JET may engage in ordinary course trading activities in securities of JET, which may include purchases or
arrangements to purchase such securities.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved
of the Tender Offer, passed upon the merits or fairness of the Tender Offer, or determined if this announcement or the Tender
Offer documents are accurate or complete.
The Tender Offer, if consummated, may have consequences under U.S. federal income tax and applicable U.S. state and local,
as well as non-U.S., tax laws for JET shareholders. Each JET shareholder is urged to consult his or her independent professional
adviser regarding the tax consequences of the Tender Offer.
It may not be possible for JET shareholders in the United States to effect service of process within the United States upon JET,
Prosus, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against
any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the
United States or other U.S. law. It may not be possible to bring an action against JET, Prosus, or their respective officers or
directors (as applicable), in a non-U.S. court for violations of U.S. law, including the U.S. securities laws. Further, it may be difficult
to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement. In addition, it may be difficult
to enforce in the Netherlands original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws.
Forward-looking statements
This press release may include "forward-looking statements" and language that indicates trends, such as "anticipated" and
"expected". Although the Company and the Offeror believe that the assumptions upon which their respective financial information
and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions
will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisers accept 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.
About the Company
Just Eat Takeaway.com N.V. (AMS: TKWY) is one of the world's leading global on-demand delivery companies.
Headquartered in Amsterdam, the Company is focused on connecting consumers and partners through its platforms. With
356,000 connected partners, JET offers consumers a wide variety of choices from restaurants to retail.
JET has rapidly grown to become a leading on-demand delivery company with operations in Australia, Austria, Belgium, Bulgaria,
Canada, Denmark, Germany, Ireland, Israel, Italy, Luxembourg, Poland, Slovakia, Spain, Switzerland, the Netherlands and the
United Kingdom.
Most recent information is available on our corporate website and follow us on LinkedIn and X.
About Prosus
Prosus is the power behind the world's leading lifestyle ecommerce brands, across Europe, India and Latin America, unlocking
an AI-first world for its 2 billion customers. Prosus has a strong track record in food delivery, having invested more than USD 10
billion globally in driving the category's momentum and success. Today, Prosus' 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; together with non-controlling positions including: a 28% stake in Delivery Hero, a leading global food delivery company;
an approximate 4% stake in Meituan, the world's largest food delivery business, and a 25% stake in Swiggy, one of India's largest
food and grocery delivery platforms, which recently completed a successful IPO in India.
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest
technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth
potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary
listing on Euronext Amsterdam, and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner
of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and
ecommerce companies. These include Takealot, Mr D Food, Autotrader, Property24 and PayU, in addition to Media24, South
Africa's leading print and digital media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange
(NPN.AJ) in South Africa and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter
basis in the US.
For more information, please visit www.naspers.com.
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa's unemployed youth
into economic activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue tech
careers.
Date: 11-08-2025 04:00:00
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