AMSTERDAM, Sept. 4, 2020 /PRNewswire/ -- Just Eat
Takeaway.com N.V. (AMS: TKWY, LSE: JET), (the "Company" or
"Just Eat Takeaway.com") and Grubhub Inc. (NYSE:
GRUB) ("Grubhub") announce receipt of all regulatory
approvals required in respect of Just Eat Takeaway.com's proposed
acquisition of Grubhub.
On 10 June 2020, Just Eat
Takeaway.com and Grubhub announced that the parties had entered
into a definitive agreement (the "Merger Agreement") whereby Just
Eat Takeaway.com is to acquire 100% of the shares of Grubhub in an
all-share combination (the "Transaction").
Just Eat Takeaway.com and Grubhub announced that the Committee
on Foreign Investment in the United
States ("CFIUS") has concluded its review of the Transaction
under Section 721 of the Defense Production Act of 1950 and has
determined that there are no unresolved national security concerns
with respect to the Transaction. As previously disclosed on
2 July 2020, the United Kingdom
Competition and Markets Authority (the "CMA") indicated in a
response to a briefing paper submitted by Just Eat Takeaway.com in
relation to the Transaction that it had no further questions, and
on 7 July 2020, the U.S. Federal
Trade Commission granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to the Transaction. Therefore, all regulatory
approvals required for the completion of the Transaction have now
been obtained.
Additionally, on 4 September 2020,
Just Eat Takeaway.com and Grubhub announced the entry into an
amendment to the Merger Agreement to extend the long stop date
under the Merger Agreement from 10 June
2021 to 31 December 2021. The
amendment provides additional certainty for the parties regarding
the timing of the necessary steps to completion, including the
registration of Just Eat Takeaway.com ordinary and American
depositary shares in the U.S. under the Securities Act of 1933.
The Transaction remains subject to the approval of both Just Eat
Takeaway.com's and Grubhub's shareholders, as well as other
customary closing conditions.
Just Eat Takeaway.com and Grubhub note the Transaction is
proceeding as expected and continue to expect the Transaction to be
completed in the first half of 2021.
About Just Eat Takeaway.com
Just Eat Takeaway.com
(LSE: JET, AMS: TKWY) is a leading global online food delivery
marketplace outside China.
Headquartered in Amsterdam, the
Company is focused on connecting consumers and restaurants through
its platforms. With over 205,000 connected restaurants, Just Eat
Takeaway.com offers consumers a wide variety of food choice. Just
Eat Takeaway.com mainly collaborates with delivery restaurants. In
addition, Just Eat Takeaway.com provides its proprietary restaurant
delivery services for restaurants that do not deliver
themselves.
The combination of Just Eat and Takeaway.com has rapidly grown
to become a leading online food delivery marketplace with
operations in the United Kingdom,
Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New
Zealand, Norway,
Poland, Portugal, Romania, Spain and Switzerland, as well as through partnerships
in Mexico, Colombia and Brazil.
For more information please visit the Company's corporate
website: https://www.justeattakeaway.com/
About Grubhub
Grubhub (NYSE: GRUB) is a leading online
and mobile food-ordering and delivery marketplace with the largest
and most comprehensive network of restaurant partners, as well as
over 27 million active diners. Dedicated to connecting diners with
the food they love from their favorite local restaurants, Grubhub
elevates food ordering through innovative restaurant technology,
easy-to-use platforms and an improved delivery experience. Grubhub
features over 300,000 restaurants and is proud to partner with more
than 225,000 of these restaurants in over 4,000 U.S. cities. The
Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp,
AllMenus and MenuPages.
Forward Looking Statements
This release contains
"forward-looking statements" regarding Grubhub, Just Eat
Takeaway.com or their respective management's future
expectations, beliefs, intentions, goals, strategies, plans and
prospects, which, in the case of Grubhub, are made in reliance on
the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve
substantial risks, known and unknown, uncertainties, assumptions
and other factors that may cause actual results, performance or
achievements to differ materially from future results expressed or
implied by such forward-looking statements including, but not
limited to, the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of
Grubhub or Just Eat Takeaway.com to terminate the merger agreement;
the ability to obtain regulatory approvals and meet other closing
conditions to the proposed merger on a timely basis or at all,
including the risk that regulatory approvals required for the
proposed merger are not obtained on a timely basis or at all or are
obtained subject to conditions that are not anticipated or that
could adversely affect the combined company or the expected
benefits of the proposed merger; the ability to obtain approval by
Grubhub stockholders and Just Eat Takeaway.com shareholders on the
expected schedule or at all; difficulties and delays in integrating
Grubhub's and Just Eat Takeaway.com's businesses; risks that the
proposed merger disrupts Grubhub's or Just Eat Takeaway.com's
current plans and operations; failing to fully realize anticipated
synergies, cost savings and other anticipated benefits of the
proposed merger when expected or at all; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger; the risk that
unexpected costs will be incurred; the ability of Grubhub or Just
Eat Takeaway.com to retain and hire key personnel; the diversion of
management's attention from ongoing business operations;
uncertainty as to the value of the Just Eat Takeaway.com ordinary
shares to be issued in connection with the proposed merger;
uncertainty as to the long-term value of the common stock of the
combined company following the proposed merger; the continued
availability of capital and financing following the proposed
merger; the outcome of any legal proceedings that may be instituted
against Grubhub, Just Eat Takeaway.com or their respective
directors and officers; changes in global, political, economic,
business, competitive, market and regulatory forces; changes in tax
laws, regulations, rates and policies; future business acquisitions
or disposals; competitive developments; and the timing and
occurrence (or non-occurrence) of other events or circumstances
that may be beyond Grubhub's and Just Eat
Takeaway.com's control. These and other risks, uncertainties,
assumptions and other factors may be amplified or made more
uncertain by the COVID-19 pandemic, which has caused significant
economic uncertainty. The extent to which the COVID-19 pandemic
impacts Grubhub's and Just Eat Takeaway.com's businesses,
operations and financial results, including the duration and
magnitude of such effects, will depend on numerous factors, which
are unpredictable, including, but not limited to, the duration and
spread of the outbreak, its severity, the actions taken to contain
the virus or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume.
Forward-looking statements generally relate to future events or
Grubhub and Just Eat Takeaway.com's future financial or
operating performance and include, without limitation, statements
relating to the proposed merger and the potential impact of the
COVID-19 outbreak on Grubhub and Just Eat
Takeaway.com's business and operations. In some cases, you can
identify forward-looking statements because they contain words such
as "anticipates," "believes," "contemplates," "could," "seeks,"
"estimates," "intends," "may," "plans," "potential," "predicts,"
"projects," "should," "will," "would" or similar expressions and
the negatives of those terms.
While forward-looking statements are Grubhub's and Just Eat
Takeaway.com's current predictions at the time they are made, you
should not rely upon them. Forward-looking statements represent
Grubhub's and Just Eat Takeaway.com's management's beliefs and
assumptions only as of the date of this release, unless otherwise
indicated, and there is no implication that the information
contained in this release is made subsequent to such date. For
additional information concerning factors that could cause actual
results and outcomes to differ materially from those expressed or
implied in the forward-looking statements, please refer to the
cautionary statements and risk factors included in Grubhub's
filings with the Securities and Exchange Commission (the "SEC"),
including Grubhub's Annual Report on Form 10-K filed with the SEC
on February 28, 2020, Grubhub's
Quarterly Reports on Form 10-Q and any further disclosures Grubhub
makes in Current Reports on Form 8-K. Grubhub's SEC filings are
available electronically on Grubhub's investor website at
investors.grubhub.com or the SEC's website at www.sec.gov. For
additional information concerning factors that could cause future
results to differ from those expressed or implied in the
forward-looking statements, please refer to Just Eat Takeaway.com's
non-exhaustive list of key risks and cautionary statements included
in Just Eat Takeaway.com's Annual Report, which is available
electronically on Just Eat Takeaway.com's investor website at
www.justeattakeaway.com. Except as required by law, Grubhub and
Just Eat Takeaway.com assume no obligation to update these
forward-looking statements or this release, or to update,
supplement or correct the information set forth in this release or
the reasons actual results could differ materially from those
anticipated in the forward-looking statements, even if new
information becomes available in the future. All subsequent written
and oral forward-looking statements attributable to Grubhub, Just
Eat Takeaway.com or any person acting on behalf of either party are
expressly qualified in their entirety by the cautionary statements
referenced above.
Additional Information and Where to Find It
In
connection with the proposed merger, Just Eat
Takeaway.com will file with the SEC a registration statement
on Form F-4 to register the shares to be issued in connection with
the proposed merger. The registration statement will include a
preliminary proxy statement of Grubhub/prospectus of Just Eat
Takeaway.com which, when finalized, will be sent to the
stockholders of Grubhub seeking their approval of the respective
merger-related proposals. Also in connection with the proposed
merger, Just Eat Takeaway.com will file with the Netherlands
Authority for the Financial Markets ("AFM") and/or the UK Financial
Conduct Authority ("FCA") a prospectus for the listing and
admission to trading on Euronext Amsterdam and/or the admission to
listing on the FCA's Official List and to trading on the London
Stock Exchange's Main Market for listed securities of the shares to
be issued in connection with the proposed merger (the
"Prospectus"). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE
PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT
TAKEAWAY.COM AND THE PROPOSED MERGER.
Investors and security holders may obtain copies of these
documents and any other documents filed with or furnished to the
SEC by Grubhub or Just Eat Takeaway.com free of charge through
the website maintained by the SEC at www.sec.gov, from Grubhub at
its website, investors.grubhub.com, or from Just Eat
Takeaway.com at its website www.justeattakeaway.com. The
Prospectus, as well as any supplement thereto, will be made
available on the website of Just Eat Takeaway.com at its
website www.justeattakeaway.com.
Participants in the Solicitation
Grubhub, Just Eat
Takeaway.com and their respective directors and certain of
their respective executive officers and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed merger under the rules of the SEC. Information about
Grubhub's directors and executive officers is available in
Grubhub's proxy statement dated April 9,
2020 for its 2020 Annual Meeting of Stockholders. To the
extent holdings of Grubhub securities by directors or executive
officers of Grubhub have changed since the amounts contained in the
definitive proxy statement for Grubhub's 2020 Annual Meeting of
Stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
These documents are available free of charge from the sources
indicated above, and from Grubhub by going to its investor
relations page on its corporate website at
investors.grubhub.com. Information about Just Eat
Takeaway.com's directors and executive officers and a description
of their interests are set forth in Just Eat Takeaway.com's 2019
Annual Report, which may be obtained free of charge from Just Eat
Takeaway.com's website, www.justeattakeaway.com. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed merger when they become available.
Investors should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from
Grubhub or Just Eat Takeaway.com using the sources indicated
above.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European
regulations.
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SOURCE Grubhub Inc.