£4.9 billion bid battle for Just Eat heats up as Naspers changes deal terms

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The bid battle for Just Eat, the U.K. food-delivery company, heated up on Monday after South African tech conglomerate Naspers changed the terms of its £4.9 billion hostile bid to try to secure the backing of shareholders.

Naspers, which is bidding for Just Eat JE, -0.08%  through Prosus, its Amsterdam-listed investment vehicle, stopped short of sweetening its all-cash bid of 710 pence a share. But it said it would now accept the approval of 75% of Just Eat shareholders, compared with the 90% it previously said it needed.

Shareholders have until December 11 to accept the bid from Prosus PRX, -1.35% or choose an all-share offer from European rival Takeaway.com.

In July, Just Eat and Takeaway announced plans to merge in an £8.2 billion deal to create the world’s biggest online food-delivery company outside China and rival Uber Eats.

At the time, Takeaway’s offer valued Just Eat at 731p a share. However, its shares have since fallen, reducing the value of the bid, which was worth 623p a share on Monday.

The board of Just Eat has rebuffed the Prosus offer, claiming it “significantly undervalued” the U.K. company. Several investors in Just Eat have also supported that position. SM Trust, the biggest investor in Just Eat with a 13% stake, has called for a higher offer, while Aberdeen Standard Investments, the fifth-biggest shareholder with a 5% stake, said Prosus would need to increase its offer by at least 20% to be considered attractive.

Takeaway last week also tweaked the terms of its offer so that it can be pushed through if Just Eat shareholders holding 75% of the stock approve the deal. It has also reserved the right to lower the threshold to just over 50% of voting rights.

Jitse Groen, chief executive of Takeaway, on Monday moved to allay investors’ concerns about the lower value of the current offer.

“Given the circumstances, I can fully understand that the current cash values of both our and the competing offer aren’t particularly appealing to the Just Eat shareholders, and seem to be quite far removed from the fair value of Just Eat,” Groen said.

He added: “We do however believe that the agreed merger ratio between Just Eat and Takeaway.com is appropriate. It brings together strong and adjacent market positions and provides Just Eat shareholders the opportunity to share in the significant value creation which would be expected from the merger of these two market leaders.”

Shares in Just Eat were slightly lower at 735.6p in early afternoon trading in London. Takeaway was up nearly 1.5% at €74.50. Shares in Prosus were down 1.7% at €62.14.