IB Insights

The food delivery industry is a fiercely competitive space, with companies battling for market share in a rapidly evolving landscape. Prosus, the global tech investment giant, has made headlines with its €4.1 billion acquisition of Just Eat Takeaway, one of Europe’s leading food delivery platforms. This deal not only reshapes the competitive dynamics of the industry but also offers a masterclass in strategic acquisitions, valuation, and market positioning.

In this article, we’ll break down the who, what, why, and how of this landmark deal, exploring the motivations behind it, the financing structure, and its implications for the future of food delivery. Whether you’re an aspiring investment banker or simply curious about the mechanics of big-ticket M&A, this deep dive will provide valuable insights into the world of strategic acquisitions.

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The Players: Prosus and Just Eat Takeaway

Prosus: A subsidiary of Naspers, Prosus is a global consumer internet group with stakes in tech giants like Tencent, Delivery Hero, and OLX. Known for its strategic investments in high-growth markets, Prosus has a knack for identifying and scaling disruptive businesses.

Just Eat Takeaway: Formed through the merger of Just Eat and Takeaway.com in 2020, Just Eat Takeaway quickly became a major player in the food delivery space, operating in over 20 countries. Despite its scale, the company faced intense competition and margin pressures, making it an attractive acquisition target.

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The Deal: What Happened?

On the 24th February 2025, Prosus announced its acquisition of Just Eat Takeaway in an all-cash deal valued at €4.1 billion. The transaction was structured as a tender offer, with Prosus acquiring all outstanding shares of Just Eat Takeaway at a premium to its market price. The deal was financed entirely through Prosus’s available cash reserves, reflecting its strong balance sheet and commitment to expanding its footprint in the food delivery sector.

Key details of the deal:

• Valuation: €4.1 billion, representing a 63% premium to Just Eat Takeaway’s closing share price on the 21st February 2025 and a 49% premium over the 3-month volume-weighted average price (VWAP).
• Financing: Fully funded through Prosus’s available cash reserves.
• Strategic Rationale: Prosus aims to consolidate its position in the food delivery market, leveraging their existing technology with Just Eat Takeaway’s extensive network.

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The Why: Strategic Rationale Behind the Acquisition

So, why did Prosus decide to acquire Just Eat Takeaway? Let’s dive into the strategic rationale:

1. Building a European Champion: Just Eat Takeaway.com has grown into a leading global on-demand food delivery company since its launch in 2000. With a strong presence in key European markets like the UK, Germany, and the Netherlands, it has built profitable, cash-generative operations with significant growth potential. By acquiring Just Eat Takeaway, Prosus aims to extend its leadership in Europe, complementing its existing food delivery footprint outside the region, including its stakes in Delivery Hero and iFood, the dominant player in Latin America.
2. Portfolio Optimisation and Growth Acceleration: Just Eat Takeaway has recently streamlined its portfolio by divesting its US assets, sharpening its focus on core markets. This transition from portfolio optimisation to growth acceleration aligns perfectly with Prosus’s strategy. Prosus plans to leverage its proven track record in scaling e-commerce platforms, as demonstrated by iFood’s success in Brazil, to unlock Just Eat Takeaway’s full potential.
3. Technological Synergies and AI Innovation: Prosus’s AI capabilities have been a game-changer for iFood, revolutionising operations, enhancing customer and driver experiences, and optimising logistics. Similar opportunities exist at Just Eat Takeaway to improve service reliability, boost demand generation, and refine product offerings. By integrating Prosus’s tech expertise and innovation mindset with Just Eat Takeaway’s brand strength and solid fundamentals, the deal promises to drive growth well beyond Just Eat Takeaway’s standalone potential.
4. Defensive Play in a Competitive Market: With competitors like Uber Eats and DoorDash aggressively expanding, the acquisition also serves as a defensive move. By consolidating its position in Europe, Prosus can fend off competition and protect its market share, ensuring long-term sustainability in a highly competitive industry.

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The How: Financing and Deal Structure

The €4.1 billion acquisition was financed entirely through Prosus’s available cash reserves, showcasing its financial strength and strategic foresight. Here’s a closer look at the financing structure:

• Cash Reserves: Prosus used €4.1 billion from its cash reserves, which were bolstered by proceeds from its stake in Tencent. This approach minimised dilution for existing shareholders and demonstrated Prosus’s ability to deploy capital efficiently.

The tender offer structure allowed Prosus to acquire Just Eat Takeaway’s shares directly from shareholders, streamlining the process and reducing regulatory hurdles.

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Next Steps and Additional Information

The acquisition process involves several key steps and regulatory approvals:

1. Regulatory Clearances: Prosus and Just Eat Takeaway will seek to obtain all necessary regulatory approvals as soon as practicable. This includes consultations with the competent works council of Takeaway.com Central Core B.V., ensuring alignment with labor and regulatory requirements.
2. Offer Memorandum: Prosus intends to launch the offer as soon as practically possible, in accordance with the applicable statutory timetable. The offer memorandum is expected to be published in Q2 2025, with the offer expected to commence shortly thereafter.
3. Extraordinary General Meeting (EGM): Just Eat Takeaway will convene an EGM on the date of the offer memorandum’s publication. Shareholders will be asked to approve the Post-Closing Restructuring Resolutions and other resolutions related to the offer.
4. Repayment of Convertible Bonds: Just Eat Takeaway’s outstanding convertible bonds will be repaid upon or following the settlement of the offer. Prosus has agreed to make the necessary funds available to the Just Eat Takeaway group, ensuring a smooth transition and maintaining an agreed minimum cash position.

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The Bigger Picture: What Does This Mean for the Food Delivery Industry?

The Prosus-Just Eat Takeaway deal is more than just a transaction—it’s a reflection of the broader trends shaping the food delivery industry:

1. Consolidation is Key: As competition intensifies and margins remain thin, consolidation is becoming a strategic imperative. Expect more M&A activity as players seek to achieve scale and reduce costs.
2. Technology Drives Value: The integration of advanced technologies, from AI to data analytics, is critical to staying competitive. Companies that can leverage technology to improve efficiency and customer experience will have a significant edge.
3. Global Ambitions: The food delivery market is no longer confined to local or regional players. Companies with global ambitions, like Prosus, are increasingly looking to expand their reach through acquisitions and partnerships.

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Lessons for Aspiring Investment Bankers

For students and professionals interested in investment banking, this deal offers several key takeaways:

1. Strategic Fit Matters: Successful acquisitions are driven by clear strategic objectives, whether it’s market consolidation, geographic expansion, or technological synergies.
2. Valuation is Critical: Paying the right price is essential. Prosus’s decision to pay a 63% premium reflected its confidence in Just Eat Takeaway’s growth potential and the synergies it could unlock.
3. Financing is an Art: The use of cash reserves in this deal highlights the importance of balancing financial flexibility with shareholder value.
4. Industry Knowledge is Key: Understanding the dynamics of the food delivery industry—from competitive pressures to technological trends—was crucial to evaluating this deal.

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Final Thought

The Prosus acquisition of Just Eat Takeaway is a textbook example of how strategic acquisitions can reshape industries and create value. For Prosus, the deal represents a bold move to consolidate its position in the food delivery market and leverage Just Eat Takeaway’s strengths to drive growth. For Just Eat Takeaway, it offers an opportunity to scale and compete more effectively in a crowded market.

For those of us watching from the sidelines, the deal is a reminder of the power of M&A to transform businesses and industries. Whether you’re an aspiring investment banker or simply curious about the world of high-stakes deals, this acquisition offers valuable lessons in strategy, valuation, and execution.

As the food delivery wars continue to heat up, one thing is clear: the companies that can adapt, innovate, and execute will be the ones that come out on top. And for Prosus, this deal is a significant step toward securing its place in the winner’s circle.