The battle between investment giant Prosus and Dutch food ordering service Takeaway.com for Britain's Just Eat is set to roll on through the Christmas holidays.
Both suitors are seeking to woo shareholders in the British company and secure a deal that will be pivotal for the future of the fast expanding food delivery industry. But if the contest is unresolved by December 27, as now seems likely, Britain's Takeover Panel is set to step in and organise a rare auction between the rival bidders.
Bidding So Far
This week, Prosus, a Dutch-listed business spun out of South Africa's Naspers, raised its cash bid to 740 pence per share from 710 pence per share, valuing Just Eat at £5.05 billion.
Takeaway's all-share offer is worth 690 pence per share as of trading prices and exchange rates on December 12.
Why Settle For Less?
The European online food delivery industry is expected to generate $16.5 billion in revenue this year and could grow by more than 10% per year over the next decade, according to Statistica.
Just Eat's board and some shareholders back the Takeway deal because they believe the combination will be more successful in the long run, creating a powerhouse in Europe's most profitable markets.
Takeaway has argued that delivering meals for restaurants will struggle to be profitable and aims instead at becoming the dominant ordering platform in each market and taking a cut on each order. Those margins are better.
Prosus says that without being a dominant player in both delivery and ordering, competitors such as Uber Eats and Deliveroo will overtake Just Eat.
It plans to invest millions in Just Eat's integrated delivery capabilities, including developing unbranded restaurant kitchens known as "dark" or "cloud" kitchens, where food is prepared on demand for delivery.
Tangled Web
There is a large overlap in Just Eat and Takeaway's shareholder bases, with seven investors appearing in both companies' top 20. They include Capital Research Global Investors, which is the second biggest in both, as well as Baillie Gifford & Co, MFS Investment Management and Cat Rock.
Cat Rock so far backs Takeaway's option, while the others have not said which they prefer.
Prosus is 74% owned by Naspers and has a 22% holding in Germany-based Delivery Hero, which in turn owns a stake in Takeaway.
Markets
Takeaway is a market leader in the Netherlands, Germany, Belgium, Austria, Poland, Bulgaria and Israel, and also operates in Switzerland, Luxembourg, Portugal and Romania.
Just Eat is in Britain, Canada, Australia and New Zealand, and in continental European markets including Denmark, France and Italy.
Prosus, which also owns a 38.8% stake in India's Swiggy, is partners with Just Eat in Brazil's largest food delivery company iFood. Prosus has a controlling stake.
Tenders Please
To date, only a fraction of shareholders have tendered their shares, despite a deadline set for December 11.
That's because neither Prosus nor Takeaway has said that their latest bid is their final offer. Just Eat shares are trading at 780p, suggesting that the market believes higher bids are still in the offing.
As of December 6, only 12,295 shareholders out of approximately 683 million had accepted the Prosus bid.
On December 12, Takeaway said that it had received shares representing about 13.53% of Just Eat shares outstanding. Both companies have now extended their offers.
When Will It End?
If the current standoff persists through December 27, Britain's Takeover Panel will organise an auction.
The most recent precedent for this was in September of 2018 when Comcast outbid Fox for control of British broadcaster Sky.
The process this time round has yet to be formally determined and the Christmas and new year holidays may disrupt the usual plan of action.
Still, under standard Takeover Panel procedures, an auction would run for up to five working days, starting on December 30 and continuing until neither side is willing or able to increase their bid. That means a decision could be made by January 6.
Once bids are declared final, Just Eat's board would be required to make a statement containing a final assessment of the rival bids, and shareholders will have a last chance to choose.
News by Reuters, edited by Hospitality Ireland. Click subscribe to sign up for the Hospitality Ireland print edition.
