Food delivery firms Just Eat and Takeaway.com now need shareholder approval to proceed with their merger plan.
At the end of July, it was reported that Just Eat and Dutch rival Takeaway.com were looking to join forces in a merger that would create a food delivery service with 40m customers across 20 countries.
With a market value of around £4.5bn each, Just Eat and Takeaway.com’s combined business would be worth £9bn.
A number of specific terms had already been agreed on. Jitse Groen, CEO and founder of Takeaway.com, would become the chief executive of the merged company, while Just Eat CFO Paul Harrison will remain as CFO in the new firm.
This week, the boards of Just Eat and Takeaway.com reached an agreement on the overall deal and the terms of a “recommended all-share combination”. Meetings to seek shareholder approval will be held before 20 December.
The finalisation of the deal will make the merged company the largest online food delivery business outside of China.
“The combination of Just Eat and Takeaway.com creates one of the world’s largest and most powerful food delivery websites,” said Groen.
“It will become a formidable company that will make an impact on tens of millions of consumers across the globe. It will be at the forefront of product and tech development in the sector, and it will lead the way in its relationship with its consumers, restaurant partners, its staff and its delivery drivers.”
Mike Evans, chair of Just Eat, added: “The board believes that this is a compelling offer for Just Eat shareholders, which will create a global leader in a dynamic and rapidly growing sector.
“Our businesses have a shared philosophy and culture, and together we will create one of the world’s largest online food delivery platforms with leading positions in key markets.”
According to Tech Crunch, the terms of the deal will entitle Just Eat shareholders to 0.09744 Takeaway.com shares for each Just Eat share, which implies a value of £7.31 per Just Eat share based on Takeaway.com’s closing share price on 26 July of €83.55.
When the deal is finalised, Just Eat shareholders will own 52.15pc of the merged company, and Takeaway.com shareholders will own 47.85pc.
The company will be headquartered in Amsterdam and will be called Just Eat Takeaway.com NV. Some of Just Eat’s headquarter functions in London will remain in place.
A two-tier board structure will be introduced, with a management board and a supervisory board that will have a mix of members from the pre-existing boards of each company and independent non-executive members.
Just Eat has over 2,000 restaurant partners in Ireland. The company made almost half of its staff in Dublin redundant prior to announcing the merger with Takeaway.com.