EUR 1000.00 For Business Accounts Only

Just Eat Takeaway.com - AGM 07 October 2020

In general, Just Eat Takeaway.com is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting.Under

ITEM 2a approval of a transaction with US-based Grubhub is sought. ECGS notes that Just Eat Takeawway.com is the result of a recent merger between Dutch-based  Takeaway.com and UK-based Just Eat of which the integration is still ongoing. Therefore, ECGS deems it a rather bold move of the combination to enter into an agreement to acquire US-based Grubhub, which, in terms of size and complexity, is larger than the combination of Takeaway.com and Just Eat.

Pursuant to the terms of the Offer, Just Eat Takeaway.com offers 0.6710 company shares for each share held in Grubhub. On the basis of the closing price of the Just Eat Takeaway.com share as of June 9, 2020 (EUR 98.60), the exchange ratio corresponds to an offer price of USD 75.15 per Grubhub share. As such the Transaction has an enterprise value of almost USD 7.3 billion (EUR 6.5 billion) on the basis of the earlier mentioned closing price.

Although ECGS endorses the strategic rationale for the combination, it deems the acquisition price of almost USD 7.3 billion, corresponding to a hefty multiple of 25.3x EBITDA, too much of a good thing for a business that was not profitable in the FY 2019 and is struggling meeting expectations.

Based on the above, ECGS recommends to vote OPPOSE.

In ECGS' view ITEMS 2b-2g are enabling resolutions of the proposed transaction with Grubhub. Since ECGS does not approve of the proposed transaction (see also above), it does NOT agree with resolutions to facilitate said transaction either. Accordingly, ECGS recommends to vote OPPOSE to all items.