South Africa’s most valuable company to buy Dutch takeaway business for R79 billion

Naspers, via its subsidiaries, is purchasing Dutch multinational online food ordering and delivery company Just Eat Takeaway.com.

Prosus, which is majority-owned by Naspers, has announced that its affiliate, MIH Bidco, has entered into a conditional agreement to purchase Just Eat Takewaway.com.

Amsterdam-based Prosus is home to Naspers’ former international internet assets owned by Naspers but is still 51% owned by the South African company.

Naspers has a market cap of R881 billion, making it the most valuable company in South Africa. Much of this wealth is tied to its large shareholding in Chinese tech giant Tencent.

As per the merger agreement, Prosus will purchase the entire share capital except for the ordinary shares held by Just Eat Takeaway.com in its capital, for an all-cash offer of €20.30 per share.

The aggregate consideration for the Offer values 100% of the issued and outstanding ordinary shares in Just Eat Takeway.com at approximately €4.1billion (roughly R79 billion).

The offer price represents a 49% premium over Just Eat Takeaway.com’s 3-month volume weighted average price and a 22% premium over the three-month highest closing price.

The offer will be funded via cash resources available to Prosus. It is still subject to the requisite regulatory approvals and shareholders of Just Eat Takeaway.com.

The food delivery service’s management board and supervisory board have unanimously recommended the deal.

“The deal provides a unique opportunity to extend the leadership of a strong European food delivery platform, complementing our existing food delivery footprint outside of Europe,” said Prosus.

“Just Eat Takeaway.com has a strong understanding and connection to its customer base and
has developed some of the most loved food delivery brands in Europe.”

“It is a market leader within its core markets of the United Kingdom, Germany and The Netherlands, where it is profitable, cash-generative and has considerable growth potential.”

On top of Mr D in South Africa, Prosus is the owner of Latin-American-based iFood. The success of iFood saw its CEO Fabricio Bloisi take the reins of Prosus and Naspers in 2024.

The deal

With its proven track record in scaling e-commerce platforms, Prosus believes that it is well-positioned to invest in and accelerate growth at Just Eat Takeaway.com.

Prosus said that the highly effective growth strategy at iFood will provide a blueprint for Just Eat Takeaway.com’s growth path, with a renewed focus on tech, product features and service.

Just Eat Takeaway.com works in 17 international markets, with leading positions in most of these markets.

The business has roughly 61 million customers, and over 355,000 local partners. The company also has strong brand awareness in most of its markets.

The company generated a gross transaction volume of €26.3 billion and an adjusted EBITDA of €460 million in 2024.

Shares in the company are also traded on the Euronext Amsterdam. As per the proposed agreement, the parties intend to terminate the listing of Just Eat Takeaway after settlement of the offer.