Just Eat and Takeaway.com reach agreement on merger

The online food delivery services Just Eat and Takeaway.com have announced the formation of a Combined Group officially called Just Eat Takeaway.com N.V. after reaching an agreement on the terms of their merger. In the announcement published today, the new firm says that it believes the merger will deliver “substantial benefits” for shareholders, consumers, employees, and other stakeholders.

By merging the two companies, the new entity will have access to many markets including those where Just Eat or Takeaway.com are market leaders including in the United Kingdom, Germany, the Netherlands, and Canada. In 2018, the firms had a total of 355 million orders worth €7.3 billion.

Once the new Combined Group’s merger is completed, it will operate with a two-tier board structure consisting of a Management Board and a Supervisory Board which will provide oversight. The two boards will consist of talent from both firms. The make-up of the boards are as follows:

Management Board:

  • Jitse Groen, currently CEO of Takeaway.com, will become CEO of the Combined Group

  • Paul Harrison, currently CFO of Just Eat, will become CFO of the Combined Group

  • Brent Wissink, currently CFO of Takeaway.com, will become Co-COO of the Combined Group

  • Jörg Gerbig, currently COO of Takeaway.com, will become Co-COO of the Combined Group

Supervisory Board:

  • Mike Evans, currently chairman of Just Eat, will become chairman of the Supervisory Board

  • Adriaan Nühn, currently chairman of Takeaway.com Supervisory Board, will become vice-chairman of the Supervisory Board and senior independent non-executive director of the Combined Group

  • Three independent non-executive members selected by Just Eat

  • Two non-executive members selected by Takeaway.com, including one member nominated by Gribhold

  • One more member will be nominated by Delivery Hero under an existing agreement with Takeaway.com

Under the terms of the merger, Just Eat Shareholders will receive 0.09744 new Takeaway.com shares in exchange for each Just Eat share. Immediately after the merger, Just Eat Shareholders will own 52.15% of the business while Takeaway.com shareholders will own 47.85%. The share prices were calculated based on each firm’s share price as of July 26.

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