PRX Prosus NV

   By Adria Calatayud and Oliver Griffin 
 

Prosus NV (PRX.AE) on Tuesday offered to buy online food-delivery service Just Eat PLC (JE.LN) in a 4.9 billion pound ($6.3 billion) cash deal that challenges an agreed all-share merger between the U.K. company and Dutch peer Takeaway.com NV (TKWY.AE).

London-based Just Eat promptly rejected Prosus's bid and said the offer significantly undervalues the company and its proposed combination with Takeaway.com.

Prosus said its wholly owned subsidiary, MIH Food Delivery Holdings BV, has offered to buy Just Eat for 710 pence a share, a 20% premium to the U.K. company's closing price on Monday

FTSE 100 constituent Just Eat's shares soared on the news. Shares at 0911 GMT were up 24% at 731 pence a share.

Prosus said it hasn't managed to reach an agreement with Just Eat despite approaching its board with a number of indicative proposals.

Just Eat said it engaged fully with Prosus throughout this process. The U.K company said its board unanimously rejected Prosus's initial proposal of 670 pence a share and subsequent proposals of 700 pence and 710 pence a share.

Amsterdam-listed Prosus was formed from the international internet assets of Naspers Ltd. (NPN.JO) and started trading in September this year. Naspers continues to hold a 74% stake in Prosus, according to FactSet.

Just Eat agreed in August to combine with Dutch rival Takeaway.com in an all-share merger. The deal valued Just Eat at 731 pence a share at the time based on Takeaway.com's closing share price of 83.55 euros ($93.21) on July 26, the last trading day before the companies disclosed they were in talks.

Following a decline in Takeaway.com's share price since then, Prosus said its bid represents a 20% premium to the value of Takeaway.com's implied offer price of 594 pence as of Monday.

Some major Just Eat shareholders like Eminence Capital LP have raised concerns over the terms of the Takeaway.com deal saying that its terms undervalue the U.K. company's assets.

Prosus said an all-cash offer provides Just Eat shareholders with certainty. Moreover, the Dutch company--which has investments in food-delivery companies like Germany's Delivery Hero AG (DHER.FF), India's Swiggy and Brazil's iFood--said it intends to invest in Just Eat to drive the U.K. company to its next phase of growth.

Prosus shares at 0913 GMT were up 0.4% at EUR66.38. Takeaway.com shares traded 4.4% higher at EUR74.10.

Write to Adria Calatayud at adria.calatayudvaello@owjones.com and to Oliver Griffin at oliver.griffin@dowjones.com; @OliGGriffin

(END) Dow Jones Newswires

October 22, 2019 05:40 ET (09:40 GMT)

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