Takeaway.com and internet giant Prosus, both based in the Netherlands, are vying to buy Just Eat, with Prosus last week unveiling an unsolicited $6.3 billion (R92bn) offer in cash. Photo: Reuters

INTERNATIONAL – The takeover battle for British food delivery ordering service Just Eat heated up yesterday as a key shareholder accused German peer Delivery Hero of undermining one of the two rival offers.

Takeaway.com and internet giant Prosus, both based in the Netherlands, are vying to buy Just Eat, with Prosus last week unveiling an unsolicited $6.3 billion (R92bn) offer in cash, or 710 pence (R132.80) per share. Just Eat, which had already agreed in August to an all-share offer from Takeaway, rejected the new bid.

However, a 13 percent slide in the value of Takeaway’s shares since August 30 has reduced the value of the Takeaway bid from an original 731p a share to 594p.

German food delivery company Delivery Hero finds itself tangled up in the battle since it is part owned by Prosus and is in turn an investor in Takeaway.

Just Eat shareholder Cat Rock yesterday alleged that Delivery Hero, which is 22 percent owned by Prosus, had been selling down its 13 percent stake in Takeaway shares to keep them artificially suppressed and lower the attractiveness of Takeaway’s offer.

“Delivery Hero structured its share sales in a bizarre and uneconomic fashion that seems deliberately intended to depress Takeaway.com’s stock price in the run-up to the shareholder vote on a merger with Just Eat,” which is scheduled for December 4, Cat Rock said.

Delivery Hero said it “categorically” rejected that claim. “The decision to sell down Takeaway.com shares was taken by Delivery Hero’s management board independently in September 2019,” its statement said. “Delivery Hero had no knowledge of Prosus’s contemplated offer to acquire Just Eat.”

Before Prosus’s bid was announced, Delivery Hero had detailed plans to sell 3 million of its 8 million shares in Takeaway. Prosus, spun off last month from South Africa’s Naspers, declined to comment.

Separately yesterday, Takeaway asked Delivery Hero to withhold from voting its remaining shares on December 4, for or against the merger with Just Eat, saying it had a conflict of interest.

“Delivery Hero’s own market position as well as Prosus’ position as the largest shareholder in Delivery Hero… gives rise to a conflict of interest,” Takeaway.com said.

A Delivery Hero spokesperson said yesterday the company would not comment on how it plans to exercise its voting rights in Takeaway.

Cat Rock, which owns roughly 3 percent of Just Eat, as well as 5.6 percent of Takeaway, said it did not oppose Prosus’s offer in principle but it is too low.  |  Reuters

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