Business Maverick

Business Maverick

Prosus launches a hostile bid for the UK’s biggest food delivery service JustEat

Bob van Dijk, Group CEO of Naspers, opens trading in Prosus, the global consumer internet group and one of the largest technology investors in the world. Photo: Euronext

It just goes to show, you need to be careful about how you name your company. If it’s Just Eat, you might just get gobbled up.

No sooner has Nasper’s offshoot landed in Amsterdam but it has slammed down a $6.3-billion hostile cash offer for the United Kingdom’s biggest food delivery company Jus tEat, trumping an already approved bid by a third player Takeaway.com.

The offer illustrates just how competitive the food delivery market has become. It also underpins Prosus CEO Bob van Dyk’s belief that food delivery is a huge, disruptive opportunity particularly in developed, urban markets where the convenience and speed of food delivery is becoming enormously popular.

The fast growth of food delivery businesses has opened the way for a consolidation process as the different players vie for dominance. Prosus has a number of advantages in the process, and first among these is deep pockets.

Prosus has made its all-cash offer to JustEat’s shareholders at a healthy 20% premium to Takeaway.com’s share offer, which has faded somewhat since it was made in July since the company’s share price has slipped.

Prosus can also put on the table its huge stable of existing food delivery businesses around the world, which includes Swiggy, now India’s fastest-growing and largest food delivery company. Prosus is, in fact, a partner with JustEat in Brazil. Prosus has invested $2.8-billion in food delivery since 2016.

But in the bidding process, Prosus has some disadvantages too. First, it late to the party. The JustEat board has already accepted Takeaway.com’s offer, which means Prosus cannot rely on the JustEat board’s recommendation.

Second, JustEat and Takeaway.com are roughly the same size and were intending to merge management and systems. A buyout from Prosus would be much more of the character of a large fish gobbling up a smaller fish, which is often not a very pleasant experience for existing management.

Just Eat’s board has rejected the Prosus offer on the basis that it “significantly undervalued” the UK company, which is ironically both a little disingenuous and a little bit true. When Takeaway made its bid in July, it effectively valued Just Eat at around 731-pence a share. But the share price has slipped since then which means the deal’s implicit value is now only 594-pence a share. Prosus’s offer implies a value of 710-pence – in other words, less than the original Takeaway offer, but not by much.

In any event, JustEat’s share price shot up 27% at midday in London to 746-pence a share, an indication that investors anticipate there might be more to snack on.

Prosus Group CFO Basil Sgourdos emphasised on a conference call the certainty of his company’s bid, in contrast to the all-share offer of his competitor, and tried to assure JustEat’s management that its intentions were not voracious. The bid was only hostile in the sense that it wasn’t being recommended by the board – although, truth be told, that is essentially what a hostile bid is.

“We have a strong track record of partnering with management teams to help drive innovation and value creation and generate robust returns,” Prosus emphasised.

Sgourdos did also touch on a big problem for JustEat, which unlike the Prosus-owned food delivery businesses, does not deliver the large majority of its food using its own delivery service. “We take a different view,” he said. The speed and accuracy of service meant its better for delivery companies to own and control their own delivery system, he said.

This was one place where Prosus could help Just Eat because developing that system would require serious investment, although he declined at this stage to say how much might be required.

The whole sector has become very festive. News service Bloomberg points out that Takeaway and JustEat agreed to a merger less than six months after Takeaway spent about $1-billion for the German operations of rival Delivery Hero. Spanish food delivery startup Glovo has also drawn preliminary interest from Uber and Deliveroo in recent months.

Meanwhile, Uber Eats and Deliveroo are currently battling for virtual restaurants, where eateries lease kitchen space to prepare food for couriers. With no dining rooms or wait staff, these outfits pop up where food delivery companies expect demand, and sell their meals through Uber Eats or Deliveroo’s app.

Prosus will send a formal offer document to shareholders within a month, and if 90% of shareholders agree, it will proceed. Prosus has the right but not the obligation to take up the shares if the proportion of shareholders accepting the offer is lower than that level.

For investors, this all very mouth-watering.

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