INTERNATIONAL – Takeaway.com said on Monday it would make an offer to buy Just Eat, changing the structure of a previously announced agreement as it looks to fight off a rival bid from internet giant Prosus.
Takeaway and Just Eat had earlier agreed on the terms of a 4.7-billion-pound all-share combination by means of a court sanctioned scheme. However, a slide in Takeaway’s shares since Aug. 30 has reduced the value of its bid.
The Dutch firm said it now intends to buy Just Eat through an offer with a shareholder acceptance threshold of 75%, adding that such a structure would increase the chances of the deal going through.
Just Eat’s board unanimously recommended its shareholders accept the Takeaway.com offer, it said in a separate statement.
Prosus last month unveiled an unsolicited $6.3 billion offer in cash, or 710 pence per share, for Just Eat. Just Eat, which had already agreed in August to an all-share offer from Takeaway, rejected Prosus’ bid.
“The Just Eat Takeaway.com 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 in particular,” Takeaway.com Chief Executive Officer Jitse Groen, said.
“With this switch, we provide additional deal certainty to the Just Eat Shareholders,” he added.
Just Eat also said it would adjourn shareholder meetings related to the earlier Takeaway structure indefinitely. The meeting was set for Dec. 4.
The takeover battle heated up last month after Just Eat shareholder Cat Rock accused German peer Delivery Hero , which is 22% owned by Prosus, of selling down its 13% stake in Takeaway shares to keep them artificially suppressed and lower the attractiveness of Takeaway’s offer.
Just Eat has seen its earnings momentum slow as it has boosted investment in an increasingly competitive market, putting pressure on the company to combine with a rival.
A merger of Takeaway and Just Eat would create one of the biggest food delivery groups outside China, with leadership in Britain, Germany, the Netherlands and Canada.