Takeaway Makes Just Eat Offer More Flexible

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(Bloomberg) --

Takeaway.com NV has changed the type of bid it’s making for Just Eat Plc to one that allows it to change the shareholder acceptance threshold down the line as it competes with Naspers Ltd. spinoff Prosus NV for the asset.

Takeaway is moving from a “scheme of arrangement” to a conditional offer, the company said in a statement on Monday. The offer will be approved if investors holding 75% of Just Eat’s shares agree to it.

The company’s previous offer would have given Takeaway full control of Just Eat if it got 75% of voting shareholders to agree to the bid. The new offer means that it can lower the threshold to anything above 50% of the company’s shares, potentially making it easier to get a deal done. But the strategy risks having investor holdouts who refuse to tender their shares.

The company is competing for the asset with Prosus, a technology-acquisition firm that was spun off from South African giant Naspers in September. Takeaway’s all-share bid for Just Eat has declined to about 617 pence per share from an original 731 pence per share value as its stock price fell in the last few months. That gave Prosus a window to make a 710 pence per share cash bid last month.

©2019 Bloomberg L.P.

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