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Takeaway.com, Prosus sweeten offers for Just Eat in takeover battle

E-commerce investor Prosus NV and Takeaway.com NV on Dec. 19 increased their bids for Just Eat PLC, intensifying the battle for ownership of the U.K. online food-delivery firm.

Takeaway.com raised its offer to 916 pence per share from 731 pence per share, with a 57.5% ownership of the combined entity for Just Eat shareholders. The company also reduced its condition for acceptance to 50% plus 1 share from 75%.

Prosus, a unit of South African technology investor Naspers Ltd., increased its cash bid for Just Eat for the second time to 800 pence per share, or about £5.5 billion.

Just Eat and Amsterdam-based Takeaway.com in July unveiled an all-share merger that would create an €11.1 billion food delivery business, but the structure of the transaction was changed after Prosus approached Just Eat with an unsolicited £4.9 billion takeover offer.

Just Eat's board on Dec. 10 urged its shareholders to reject Prosus' last sweetened bid of 740 pence per share, saying it significantly undervalued the company and its assets. The board has continued to recommend a share-based acquisition by Takeaway.com.

Both Takeaway.com and Prosus said their Dec. 19 offers are final and will not be increased. The companies are giving Just Eat stockholders until 1 p.m. London time Jan. 10 to accept their final offers.

In addition, Takeaway.com said it intends to explore options to exit Just Eat's minority stake in iFood, a Brazilian food delivery startup, following the completion of its proposed merger with Just Eat. The food delivery company added the combined entity will only initiate a sale process if it is able to obtain fair market value for the investment.

If such a sale takes place, the combined company will return about 50% of the net proceeds to the shareholders of the combined group after the closing of the deal, Takeaway.com said. The remaining proceeds will be used for general corporate purposes.

In its original offer, Takeaway.com said the combined company will retain its two-tier board, comprising a supervisory board and management board. On Dec. 19, Takeaway.com said the supervisory board will comprise three members nominated by Takeaway.com, including the vice-chairman, and three members nominated by Just Eat, including the chairman.

Shares of Just Eat have traded above 740 pence per share since Nov. 14. The company's shares closed up 1.17% at 812 pence on Dec. 19.