Wrap Text
Final Results of Prosus Offer for Just Eat Takeaway.com
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000325783
(Naspers)
This is a joint press release by MIH Bidco Holdings B.V. (the "Offeror"), an indirectly wholly-
owned subsidiary of Prosus N.V. ("Prosus"), and Just Eat Takeaway.com N.V. ("JET" or the
"Company"). This joint press release is issued pursuant to the provisions of Section 17
paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft,
the "Decree") in connection with the recommended public offer by the Offeror for all the
issued and outstanding ordinary shares, American depositary shares and CREST depositary
interests in the capital of the Company (the "Offer" ). This press release does not constitute
an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company.
The Offer is made solely pursuant to the offer memorandum dated 19 May 2025 (the "Offer
Memorandum"), as approved by the Dutch Authority for the Financial Markets (Autoriteit
Financiële Markten). This press release is not for release, publication, or distribution, in whole
or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication,
or distribution would be unlawful. Any terms not defined in this press release will have the
meaning set forth in the Offer Memorandum.
FINAL RESULTS OF PROSUS OFFER FOR JUST EAT TAKEAWAY.COM
Prosus will hold 98.19% of the Shares
Just Eat Takeaway.com to delist on 17 November 2025
- During the Post-Closing Acceptance Period, an additional 8.06% of the Shares
have been tendered under the Offer
- Including Shares already held by the Offeror, this represents a total of 98.19%
of the Shares
- Settlement of Shares tendered during the Post-Closing Acceptance Period will
take place on 21 October 2025
- Prosus will initiate statutory squeeze-out proceedings to obtain 100% of the
Shares
- The last trading date of the Shares on Euronext Amsterdam will be 14 November
2025 and listing and trading of the Shares will terminate as of 17 November 2025
Prosus N.V. (Prosus, and together with its subsidiaries, the Prosus Group) (which is majority-
owned by Naspers) and Just Eat Takeaway.com (JET) are pleased to announce that an
additional 16,287,885 Shares with an aggregate value of approximately EUR 330,644,070,
representing 8.06% of the issued and outstanding share capital of JET, have been tendered
during the Post-Closing Acceptance Period that expired at 17:40 CEST on 16 October 2025.
Together with the 182,084,104 Shares already acquired by the Offeror, which had an
aggregate value of approximately EUR 3,696,307,315, the Offeror will hold a total of
198,371,989 Shares with an aggregate value of approximately EUR 4,026,951,385,
representing a total of approximately 98.19% of the issued and outstanding share capital of
JET.
Settlement
With reference to the Offer Memorandum, Shareholders who accepted the Offer during the
Post-Closing Acceptance Period shall receive the Offer Price (or the ADS Offer Price in respect
of tendered ADSs) for each Share validly tendered (or defectively tendered, provided that
such defect has been waived by the Offeror) and transferred (geleverd) for acceptance
pursuant to the Offer, under the terms and conditions of the Offer and subject to its
restrictions.
Settlement of the Shares tendered during the Post-Closing Acceptance Period and payment
of the Offer Price (or the ADS Offer Price in respect of the tendered ADSs) will take place on
21 October 2025.
The Applicable Exchange Rate related to the tendered ADSs is 1.1665. The USD cash rate per
ADS is 4.73599. For ADSs that will be acquired by Prosus in the Squeeze-Out, the USD cash
rate may be different.
Squeeze-Out
Prosus will, as soon as reasonably practicable, initiate a Squeeze-Out as described under
section 5.11(d) of the Offer Memorandum.
Delisting
In consultation with Euronext Amsterdam, the last trading day of the Ordinary Shares will be
on 14 November 2025. This means that the termination of the listing of the Ordinary Shares
on Euronext Amsterdam shall be effective as of 17 November 2025. Reference is made to
section 5.11(b) (Liquidity and Delisting) of the Offer Memorandum.
Termination of ADS Deposit Agreement
Prosus and JET intend, as soon as possible, to terminate the deposit agreement between JET
and the U.S. Depositary (Deutsche Bank Trust Company Americas) and the holders and
beneficial holders of ADSs. Reference is made to section 5.11(c) (Termination of the ADS
Deposit Agreement) of the Offer Memorandum.
Announcements
Any announcement contemplated by the Offer Memorandum will be issued by a press release.
Any press release issued by Prosus will be made available on www.prosus.com. Any press
release issued by JET will be made available on www.justeattakeaway.com.
Offer Memorandum
Digital copies of the Offer Memorandum are available on Prosus' website
at https://www.prosus.com/prosus-to-acquire-just-eat-takeaway-to-create-a-european-
food-delivery-champion and JET's website at
https://www.justeattakeaway.com/investors/shareholders-meetings/.
Cape Town
17 October 2025
JSE sponsor to Naspers
Investec Bank Limited
For more information, please contact:
The Information Agent
Georgeson
Blaak 34
3011 TA Rotterdam
The Netherlands
Attn: Ivana Cvjetkovic
E: prosusofferforTKWY@georgeson.com
T: +31 85 788 6326
The Settlement Agent
ING Bank N.V.
Foppingadreef 7
1102 BD Amsterdam
The Netherlands
Attn.: Shafie Ishaak & René Ruiten
E: iss.pas@ing.com
T: +31 20 563 6685
The ADS Tender Agent
Equiniti Trust Company LLP
55 Challenger Road
Suite #200
Ridgefield Park, New Jersey 07660
Attn: Reorganisation Department
E: HelpAST@equiniti.com
T: (877) 248-6417 or (718) 921-8317
Press enquiries Prosus N.V. / MIH Bidco Holdings B.V.
Investor relations:
Eoin Ryan
Head of Investor Relations
E: eoin.ryan@prosus.com
Media:
Nicola McGowan
Chief Communications Officer
E: nicola.mcgowan@prosus.com
Charlie Pemberton
Communications Director
E: charlie.pemberton@prosus.com
Press enquiries Just Eat Takeaway.com N.V.
Investor relations:
Joris Wilton
E: IR@justeattakeaway.com
Media:
E: press@justeattakeaway.com
For more information, please visit our corporate website: https://www.justeattakeaway.com/
About the Company
Just Eat Takeaway.com N.V. (AMS: TKWY) is one of the world's leading global on-demand delivery companies.
Headquartered in Amsterdam, the Company is focused on connecting consumers and partners through its platforms.
With 362,000 connected partners, JET offers consumers a wide variety of choices from restaurants to retail.
JET has rapidly grown to become a leading on-demand delivery company with operations in Australia, Austria,
Belgium, Bulgaria, Canada, Denmark, Germany, Ireland, Israel, Italy, Luxembourg, Poland, Slovakia, Spain,
Switzerland, the Netherlands and the United Kingdom.
Most recent information is available on our corporate website and follow us on LinkedIn and X.
About Prosus
Prosus is the power behind the world's leading lifestyle ecommerce brands, across Europe, India and Latin America,
unlocking an AI-first world for its 2 billion customers. Prosus has a strong track record in food delivery, having
invested more than USD 10 billion globally in driving the category's momentum and success. Today, Prosus' food
businesses span 70+ countries, serving 1m+ restaurants around the world. The current portfolio includes full
ownership of iFood, Latin America's leading food delivery platform; together with non-controlling positions including:
a 28% stake in Delivery Hero, a leading global food delivery company; an approximate 4% stake in Meituan, the
world's largest food delivery business, and a 25% stake in Swiggy, one of India's largest food and grocery delivery
platforms, which recently completed a successful IPO in India.
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the
largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with
long-term growth potential, building leading consumer internet companies that empower people and enrich
communities. Prosus has its primary listing on Euronext Amsterdam, and a secondary listing on the Johannesburg
Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its
internet and ecommerce companies. These include Takealot, Mr D Food, Autotrader, Property24 and PayU, in addition
to Media24, South Africa's leading print and digital media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X
Exchange (NPN.AJ) in South Africa and a level 1 American Depository Receipt (ADR) programme which trades on an
over-the-counter basis in the US.
For more information, please visit www.naspers.com..
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa's
unemployed youth into economic activity, was launched. Naspers Labs focuses on digital skills and training, enabling
young people to pursue tech careers.
General restrictions
This press release contains information that qualifies or may qualify as inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulation.
The information in this announcement is not intended to be complete. This announcement is for information purposes
only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or
an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons
who come into possession of this document should inform themselves of and observe these restrictions. To the fullest
extent permitted by applicable law, the Offeror and the Company disclaim any responsibility or liability for the
violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a
violation of the securities laws of that jurisdiction. Neither the Company, nor the Offeror, nor any of their advisers
assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders in
any doubt as to their position should consult an appropriate professional adviser without delay. This announcement
is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which
such release, publication or distribution would be unlawful.
The Offer is made for all of the issued and outstanding ordinary shares, American depositary shares and CREST
depositary interests of JET, which is a public company incorporated and listed in the Netherlands, and will be subject
to Dutch disclosure and procedural requirements. The Offer is made to JET shareholders in the United States in
compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and otherwise in accordance with the requirements of Dutch law. Accordingly, the Offer
is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer
timetable, settlement procedures and timing of payments that are different from those applicable under U.S.
domestic tender offer law and practice.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or
disapproved of the Offer, passed upon the merits or fairness of the Offer, or determined if this announcement or the
Offer documents are accurate or complete.
The Offer may have consequences under U.S. federal income tax and applicable U.S. state and local, as well as non-
U.S., tax laws for JET shareholders. Each JET shareholder is urged to consult his or her independent professional
adviser regarding the tax consequences of the Offer.
It may not be possible for JET shareholders in the United States to effect service of process within the United States
upon JET, Prosus, or their respective officers or directors, some or all of which may reside outside the United States,
or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions
of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against
JET, Prosus, or their respective officers or directors (as applicable), in a non-U.S. court for violations of U.S. law,
including the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgement. In addition, it may be difficult to enforce in the Netherlands original
actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S.
federal securities laws.
Forward-looking statements
This press release may include "forward-looking statements" and language that indicates trends, such as
"anticipated" and "expected". Although the Company and the Offeror believe that the assumptions upon which their
respective financial information and their respective forward-looking statements are based are reasonable, they can
give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of
their advisers accept any responsibility for any financial information contained in this press release relating to the
business or operations or results or financial condition of the other or their respective groups.
Date: 17-10-2025 08:00:00
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