Food delivery company Takeaway.com NV and its British rival Just Eat PLC finalized the terms of their merger that would create the world's second largest online food delivery company in revenue.
The companies said July 29 that they had reached a broad agreement for the merger valued at €11.1 billion, but a formal deal was not announced.
The combined group will have a presence in 23 countries, partnering with 155,000 restaurants and processing 355 million orders for its 43 million actives customers as of 2018. Takeaway.com said that the gross merchandise value of its orders in 2018 was €7.3 billion and its revenue was €1.24 billion, which is second only to China's Meituan Dianping, which reported a GMV of €36.2 billion and revenue of €1.41 billion during the year. Uber Technologies Inc.'s Uber Eats reported GMV of €6.7 billion and revenue of €642 million in 2018.
Takeaway.com said that the boards of the two companies will recommend shareholders to approve the deal, under which Just Eat shareholders will own about 52.15% of the combined group and Takeaway.com shareholders will hold a 47.85% stake.
"The Combination of Just Eat and Takeaway.com creates one of the world’s largest and most powerful food delivery websites. It will become a formidable company that will make an impact on tens of millions of consumers across the globe," said Takeaway.com CEO Jitse Groen.
Under the deal, Just Eat shareholders will see each share converted to 0.09744 New Takeaway.com share. The transaction values Just Eat shares at 731 pence based on Takeaway.com's closing share price of €83.55 on July 26.
"With a significant commitment to the UK and to the employees of Just Eat, we believe the new combination and proven leadership team will allow us to better serve our millions of consumers and thousands of restaurant partners around the world," said Just Eat Chairman Mike Evans.
The combined entity will be headquartered and domiciled in Amsterdam and would seek listing on the premium segment of the London Stock Exchange's main market. Additionally, the combined group will seek listings in FTSE 100 Index and FTSE All-share Index and converted Just Eat shares will be added to Euronext Amsterdam. The merged entity will retain its U.K. operations.
The merger will result in recurring annual pretax cost benefits of nearly €20 million by the fourth anniversary of the completion of the deal and €10 million in the first anniversary, according to Takeaway.com.
Takeaway.com CEO Groen will be appointed CEO of the merged entity, with Just Eat CFO Paul Harrison becoming CFO, and Takeaway.com CFO Brent Wissink and Takeaway.com COO Jörg Gerbig stepping in as co-COOs.
In addition, the combined company's supervisory board will be led by Just Eat Chairman Mike Evans. Takeaway.com Chairman Adriaan Nühn will serve as vice chairman and senior independent nonexecutive director. The supervisory board will have three independent nonexecutive directors from Just Eat and two nonexecutive from Takeaway.com.
Under the terms of the merger, if rival Delivery Hero SE, which currently holds a 15.52% stake in Takeaway.com, retains 9.99% share or more in the combined group, upon completion of the deal, it will reserve the right to appoint a director to the board. This will give the board a right to add an additional independent director and raise the members of the board to nine from seven.