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Just Eat rejects £4.9B Prosus bid, restates support for merger

Shares of Just Eat PLC jumped 26% on Oct. 22 after the U.K. food delivery company rejected an unsolicited £4.9 billion takeover offer from Naspers Ltd. spinoff Prosus NV and reaffirmed its belief that its proposed deal with NV provides the best value for shareholders.

Prosus, the international internet assets unit of South African e-commerce business Naspers, offered 710 pence per Just Eat share, a 20% premium to its Oct. 21 closing price. The bid would value Just Eat at about £4.9 billion, but the company said it "significantly undervalues Just Eat and its attractive assets."

"The board believes that the Prosus offer fails to appropriately reflect the quality of Just Eat and its attractive assets and prospects, the benefits of first mover advantage in a consolidating sector, and the significant future upside available to Just Eat shareholders through remaining invested in Just Eat and the combination," Just Eat said in a statement.

The company added that it had rejected earlier offers from Prosus of 670 pence per share and 700 pence per share. It also said it had "engaged fully" with its suitor and provided it with access to its management and due diligence material.

The Prosus offer provides an alternative to the all-share merger, announced in July, of Just Eat and its Dutch peer that would create an €11.1 billion food delivery business. The companies said that deal implies a value for Just Eat of 731 pence per share, or about £5 billion, but it has been criticized by shareholders including Eminence Capital and Aberdeen Standard Investments for undervaluing Just Eat.

Prosus, which partners with Just Eat in Brazil through the iFood company and has also backed Indian food delivery business Swiggy and Germany-based Delivery Hero, said its proposal provides shareholders with the certainty of an all-cash offer. It also highlighted Just Eat's slowing order growth and said it does not believe the combination with would address the company's investment needs.

Prosus Group CEO Bob van Dijk said it had approached Just Eat's board "in good faith" but was "unable to engage constructively in what we see as a compelling proposition for Just Eat shareholders."

"As an investor and operator with significant experience in this dynamic and competitive sector, both globally and on a local level, we believe we are best placed to support Just Eat through its next phase of essential investment. We aim to deliver value by eliminating operational execution risk and providing certainty for Just Eat's shareholders today at an attractive premium," van Dijk said.

Just Eat said Oct. 22 it expected the merger to close by year-end. It urged shareholders to take no action in relation to the Prosus bid.

In late morning trading, shares of Just Eat were up 26.2%, or 154.6 pence, at 744 pence. Shares of rose 2.5% to €72.80.