Prosus, the technology investment company, spun out of Naspers, announced that an offer document containing full terms and conditions of a final increased offer is being published and posted to the shareholders of Just Eat on Monday.
Prosus's wholly-owned subsidiary MIH Food Delivery wants to acquire the entire issued and to be issued share capital of Just Eat. The final increased offer document will also be published on the Prosus website. The final increased offer is subject to certain terms and conditions.
Prosus needs investors with more than 50% of shares to agree to the deal for it to go through. Earlier in December Prosus increased its cash offer by 4.2% to 740 pence (R142.66) per share, valuing Just Eat at about £5.1bn (R98.3bn).
Bloomberg reported at the time that Just Eat's management has been encouraging investors to rather vote for an offer by Takeaway, arguing that Prosus's offer "undervalued the company even as a slide in Takeaway's share price pushed down the value of its all-stock offer".
Bob van Dijk, CEO of Prosus, said in a SENS statement released on Monday that the company maintains its belief that in the UK and other European markets, Just Eat will require significant investments in own-delivery and technology as competitive dynamics and customer preferences continue to evolve.
"We have always stated that we would remain disciplined with respect to price on acquiring Just Eat, balancing our desire to own an attractive
business with the need for significant investment in that business while maintaining acceptable returns for Prosus shareholders," commented Van Dijk.
Shareholders have until 13:00 (London time) on January 10, 2020 to respond. Just Eat shareholders, who have previously accepted the original offer or the increased offer, will automatically be deemed to have accepted the terms of the final increased offer.
Last week Just Eat announced that it chose a revised final offer by Takeaway. Bloomberg reported that its board felt it would deliver greater value to Just Eat shareholders than Prosus's revised bid. Just Eat had also rejected Prosus's previous bids.
Takeaway had increased its offer to 916 pence per share, with Just Eat holders to own 57.5% of the combined group. This was shortly after Prosus increased its cash offer to 800 pence per share, valuing the company at about £5.5bn.
* Compiled by Carin Smith