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Prosus N.V. and Just Eat Takeaway.com N.V. (JET) announced an extension to the acceptance period for Prosus's public offer to acquire JET shares. The acceptance period is now scheduled to end on 1 October 2025, at 17:40 CEST, with the European Commission expected to issue its decision on the transaction on 11 August 2025.
| Date | 29 Jul 2025 |
| Time | 07:00:02 |
| Category | Corporate updates |
| ID | 8659S |
Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)
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 15, paragraph 2 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the announced, intended 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" and, together with the transactions contemplated in connection therewith, the "Transaction"). 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 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. A capitalized term not defined herein has the same meaning as set forth in the Offer Memorandum.
PROSUS EXTENDS ACCEPTANCE PERIOD OF ITS PUBLIC OFFER FOR JUST EAT TAKEAWAY.COM UNTIL 1 OCTOBER 2025
· Prosus extends Acceptance Period until 1 October 2025 at 17:40 CEST to align with revised competition clearance timeline set by the European Commission
With reference to the Offer Memorandum, Prosus and JET announce that the Acceptance Period has been extended and is now scheduled to end on 1 October 2025, at 17:40 hours CEST.
Extension
The Acceptance Period has been extended to accommodate the ongoing regulatory review by the European Commission under the EU Merger Regulation. Currently the European Commission is expected to issue its decision in relation to the transaction on 11 August 2025. The Closing Date as referred to in the Offer Memorandum will therefore be extended to 1 October 2025, at 17:40 hours CEST (11:40 hours EST) to allow JET shareholders sufficient time to tender their shares into the Offer.
During the extended Acceptance Period, any ordinary shares, American depositary shares and CREST depositary interests previously tendered will remain tendered under the Offer, subject to the right of each Shareholder to withdraw the Shares already tendered in accordance with Article 15, paragraph 3 of the Decree and Section 4.3(h) (Withdrawal rights) of the Offer Memorandum.
Status of Regulatory Clearances
Competition clearance from the European Commission is the only outstanding Regulatory Clearance required for the transaction to proceed (see Section 5.6(f) of the Offer Memorandum). Prosus and JET continue to work closely and constructively with the European Commission to satisfy this. Currently the European Commission is expected to issue its decision in relation to the transaction on 11 August 2025.
For more information, please contact:
The Information Agent
Georgeson
Blaak 34
3011 TA Rotterdam
The Netherlands
Attn: Ivana Cvjetkovic
T: +31 85 788 6326
The Settlement Agent
ING Bank N.V.
Foppingadreef 7
1102 BD Amsterdam
The Netherlands
Attn.: Shafie Ishaak & René Ruiten
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
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
Media:
Nicola McGowan
Chief Communications Officer
Charlie Pemberton
Communications Director
Press enquiries Just Eat Takeaway.com N.V.
Investor relations:
Joris Wilton
Media:
For more information, please visit our corporate website: https://www.justeattakeaway.com/
JSE sponsor to Prosus
Investec Bank Limited
29 July 2025
Amsterdam, Netherlands
Announcements
Any announcement contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror or 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/.
General restrictions
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 JET 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 described in this announcement (the "Tender 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 Tender Offer will be 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 Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Tender Offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. The financial information included in this announcement or to be included in the document for the Tender Offer has been prepared in accordance with applicable accounting standards in the Netherlands, and will not have been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of U.S. companies.
Prosus and JET and their respective affiliates or brokers (acting as agents for Prosus, JET or their affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, shares in JET or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Tender Offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in the Netherlands, any information about such purchases will be made public in the Netherlands in the manner required by Dutch law. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform persons in the United States of such information. In addition, affiliates of the financial advisers to Prosus or JET may engage in ordinary course trading activities in securities of JET, which may include purchases or arrangements to purchase such securities.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer, or determined if this announcement or the Tender Offer documents are accurate or complete.
The Tender Offer, if consummated, 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 Tender 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.
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 356,000 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.