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AMSTERDAM - Prosus (OTC:PROSF) N.V. has secured all necessary regulatory approvals to proceed with its acquisition of Just Eat Takeaway.com (JET), including the crucial European Commission clearance, the companies announced Monday.
The acceptance period for the offer will remain open until October 1, 2025, at 17:40 CEST. Prosus and JET are encouraging all shareholders to tender their shares under the offer.
To obtain European Commission approval, Prosus agreed to reduce its equity stake in Delivery Hero over a 12-month period so it will no longer be the largest shareholder. Additionally, Prosus committed not to recommend or appoint individuals connected with Naspers/Prosus to Delivery Hero’s management or supervisory boards.
If all other conditions are met by the closing date, including the acceptance threshold, Prosus will declare the offer unconditional within three business days. The acceptance threshold has been lowered from 95% to 80% of JET’s total issued and outstanding share capital following shareholder approval at the July 8 extraordinary general meeting.
Prosus may unilaterally lower the threshold to 67%, though this would prevent it from initiating squeeze-out procedures to acquire remaining shares.
Shareholders holding ordinary shares through an admitted institution must communicate their acceptance through their bank or stockbroker by the closing deadline. CDI holders and ADS holders have specific procedures to follow, with details outlined in the offer memorandum.
If the offer is declared unconditional, shareholders who properly tendered their shares will receive payment within three business days after the closing date.
The information in this article is based on a press release statement from the companies.
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