On the 5th August 2019, the boards of Takeaway.com N.V. (NA: TKWY) and Just Eat plc (LON: JE.) announced that they had reached agreement on the terms of a recommended all-share combination of Takeaway.com and Just Eat, to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.
The Just Eat Board noted the announcement this morning by Takeaway.com that it now intends to implement the Combination by way of an offer for Just Eat with an acceptance threshold set at 75 per cent. of the voting rights in Just Eat’s share capital rather than through the Scheme. The Just Eat Board unanimously recommends that Just Eat Shareholders accept the Takeaway.com Offer.
On 22 October 2019, a scheme document was published which set out the full terms and conditions of the Scheme and the Notice of Court Meeting and Notice of General Meeting which had been convened on 4 December 2019. Following the announcement of the switch from the Scheme to the Takeaway.com Offer by Takeaway.com, the Just Eat Board will adjourn these shareholder meetings indefinitely.
Takeaway.com intends to send an offer document, containing further details of the Combination and the Takeaway.com Offer, to Just Eat shareholders, other than Just Eat Shareholders located in Restricted Jurisdictions where to do so would violate the laws of that jurisdiction, as soon as reasonably practicable. The new timetable for completion of the Combination will be set out in the Takeaway.com Offer Document.
Further announcements will be made as and when appropriate.