Takeaway.com - EGM 04 December 2019
In general, Takeaway.com is in compliance with the Dutch regulations relating to the organization and procedures of the Extraordinary General Meeting.
Under ITEM 2a approval of a combination with UK-based Just Eat is sought. ECGS deems it a rather bold move of Takeaway.com, a company that has never been profitable, to enter into a combination with UK-based Just Eat, which, in terms of size and complexity, is the substantially larger company of the two.
Pursuant to the terms of the Offer, Takeaway.com offers 0.09744 company shares for each share held in Just Eat. On the basis of the closing price of the Takeaway.com share as of July 26, 2019 (EUR 83.55), the exchange ratio corresponds to an offer price of GBP 7.31 per Just Eat share. As such the transaction has an enterprise value of approximately GBP 4.9 billion (EUR 5.2 billion) on the basis of the earlier mentioned closing price.
Although ECGS endorses the strategic rationale for the combination and has no (major) governance concerns, it deems the initial acquisition price of GBP 4.9 billion, corresponding to hefty multiples of 28.2x EBITDA and 44.5x EBIT, too much of a good thing for a business that is barely profitable and struggling to meet expectations.
Based on the above, ECGS recommends to vote OPPOSE.
In ECGS' view ITEMS 2b-2k are enabling resolutions of the proposed combination with Just Eat. Since ECGS does not approve of the proposed merger (see also above), it does NOT agree with resolutions to facilitate said combination either. Accordingly, ECGS recommends to vote OPPOSE to all items.
Takeaway.com NV. Takeaway.com NV, formerly Takeaway Com Holding BV, is a company based in the Netherlands that operates an online food delivery marketplace. The Company focuses on connecting consumers and restaurants, and allows users to order food from nearby restaurants and have the food delivered to their homes. The Company transmits the order placed by customers and forwards it to restaurants, which prepare and deliver the meal. It is present in Portugal, France, Switzerland, Austria, Luxembourg, Belgium, the Netherlands, Germany, Poland, Bulgaria, Romania and Vietnam, and operates the Websites Lieferando.de, Lieferservice.at, Lieferservice.ch, Pizza.be, Pizza.fr, Pizza.lu, Pizza.pl, Pyszne.pl, BGmenu.com, Oliviera.ro, Takeaway.com, Thuisbezorgd.nl and Vietnammm.com. The platforms feature various kinds of restaurants.
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