Naspers-owned Prosus has taken another swing at acquiring one of Europe’s largest food delivery businesses, Just Eat Takeaway.com, this time succeeding with a R79bn deal to create a leading food delivery platform on the continent.
On Monday, Prosus said it had reached an agreement to acquire Just Eat Takeaway.com for €4.1bn ($4.3bn or about R79bn), its largest investment yet.
In 2020, Naspers and the Amsterdam-listed unit failed to secure a high-profile bid for Just Eat, losing out to Takeaway.com, which paid $8bn.
At the time, Prosus’ £5bn bid, about R98bn then, was seen as a sign of an ambitious strategy to build a bigger food delivery business to take on Silicon Valley giant Uber Eats and Amazon-backed Deliveroo.
While Prosus is now under fresh management, led by CEO Fabricio Bloisi, its ambition to build a European food delivery powerhouse has remained.
This time though, it acquires a bigger entity: the combined Just Eat and Takeaway.com, at a lower price, all with the benefit of lessons learnt since the first attempt.
Operating in 17 international markets, Just Eat Takeaway.com connects about 61-million customers with more than 356,000 local partners.
Under the agreement, Prosus will offer an all-cash price of €20.30 per share for the entire issued share capital of Just Eat Takeaway.com. This price represents a 49% premium over Just Eat Takeaway.com’s three-month volume-weighted average price on February 21, and a 22% premium over its three-month highest closing price, the groups said in a statement.
The acquisition will be funded through Prosus’ existing cash resources.
News of the deal sent Just Eat Takeaway.com’s rocketing 54%, valuing the business at $4bn and just shy of Prosus’ $4.3bn offer.
Prosus said it aimed to leverage the acquisition to strengthen its presence in Europe’s food delivery market, complementing its existing operations outside the continent.
Shaun Murison, senior analyst at IG Markets, said the group would be looking to “leverage its successful iFood playbook to transform Just Eat Takeaway.com, focusing on technological improvements, product features, demand generation and service quality to drive growth beyond its standalone potential”.
Prosus took full control of Brazil’s iFood for €1.5bn in 2022, growing the enterprise to hit 100-million orders a month for the first time in late 2024.
Despite news of the big deal, Naspers and Prosus shares were both down more than 7%.
Peter Takaendesa, head of equities at Mergence Investment Managers, said the shares probably dropped because some investors opposed the deal, and due to the impact of Tencent’s share price drop in Hong Kong on Monday.
“I think it’s both, and [it] shows the market is still sceptical of the value-add from acquisitions at Prosus. They will have to prove the market wrong as time goes, and that is very important for the discount to narrow sustainably without unbundling Tencent,” he said.
In December, Prosus, which has been working to prove the value of its portfolio outside Tencent, signed a deal to buy Latin American online travel agency Despegar for R31bn, marking the first major transaction under Bloisi.
Murison said that despite Just Eat Takeaway.com’s significant loss of €1.6bn in 2024, Prosus still thought it prudent to make an offer at a premium, “suggesting a strong strategic value consideration in the acquisition and confidence in potential operational improvements”.
The group, however, said that with strong market positions in the UK, Germany and the Netherlands, Just Eat Takeaway.com was cash-generative and poised for further growth. Prosus plans to accelerate this growth using its investment expertise and proven strategies.
The completion of the acquisition is subject to regulatory clearances, the approval of the Netherlands Authority for the Financial Markets and a minimum acceptance threshold of 95% of Just Eat Takeaway.com’s issued ordinary shares, Prosus said.
“The parties intend to terminate the listing of Just Eat Takeaway on Euronext Amsterdam as soon as possible after settlement of the offer.”
Naspers said last year it aimed to make better-informed capital allocation decisions, admitting in its latest earnings report that a series of bad investments in 2021 forced the technology investment group to eat humble pie.
Update: February 24 2025
This story has new information throughout.
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