DGAP-News | 21 Dec 2018
Berlin, December 21, 2018 - Yesterday, Delivery Hero S.E. ("Delivery Hero") signed transaction documentation with Takeaway.com N.V. and one of its affiliates (together, "Takeaway.com") pursuant to which Delivery Hero will sell its German food delivery businesses Lieferheld, Pizza.de and foodora to Takeaway.com in exchange for cash and an equity stake in Takeaway.com N.V..
Under the Transaction, Delivery Hero will sell the outstanding shares in Delivery Hero Germany GmbH and Foodora GmbH (together, "Delivery Hero Germany") to Takeaway.com for a total consideration of c. EUR930 million ("Consideration") consisting of cash and shares in Takeaway.com N.V.. The Consideration will comprise of EUR508 million in cash and 9.5 million shares in Takeaway.com N.V. worth c. EUR422 million, representing c. 18% of the total issued and outstanding share capital of Takeaway.com N.V. after the issuance of the equity component to Delivery Hero, but prior to any issuance of shares required to (re)finance all or part of the aforementioned cash component of the Consideration.
The Transaction is subject to approval of the general meeting of Takeaway.com N.V. and anticipated to be completed in the first half of 2019.
Niklas Östberg, CEO of Delivery Hero, commented:
"This transaction delivers a great deal of benefits to the Company and makes us better positioned. We will not only achieve but even exceed our revenue targets for 2019, notwithstanding the deconsolidation of the German business. At the same time we will hold a stake in Takeaway.com and have a significantly better cash position - the latter allowing us to reinvest at attractive returns. We are very excited by the huge opportunity that is growing in front of us, and my sincere thanks go to our German teams for creating such outstanding businesses."
Jitse Groen, CEO and founder of Takeaway.com, commented:
"Today's transaction provides Takeaway.com with a stronger proposition for both consumers and partner restaurants in the German market. It also allows Takeaway.com to operate on a significantly larger scale which is essential in building a profitable online food delivery business. Although the transaction almost doubles Takeaway.com's orders in Germany, there is still ample growth ahead, given that penetration of online food delivery in Germany is amongst the lowest in Europe. We look forward to welcoming Delivery Hero as a shareholder."
Delivery Hero Germany Operations:
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The Transaction is subject to approval of the general meeting of Takeaway.com N.V.. The Extraordinary General Meeting ("EGM") is expected to take place on 5 March 2019. It is noted that in light of the Transaction, each of Takeaway.com N.V.'s members of the management board have issued an irrevocable undertaking to vote, in their capacity of (indirect) shareholder, in favour of the approval of the Transaction in the EGM.
In connection with this Transaction, Morgan Stanley is acting as exclusive financial advisor to Delivery Hero, and Stibbe N.V. and Sullivan & Cromwell LLP are acting as legal advisors.
The Transaction is anticipated to be completed by the first half of 2019, provided the Resolutions have been adopted by the EGM. To confirm the commitment of Takeaway.com to the Transaction and timeline, it has agreed to a break fee in the amount of EUR9.3 million, which will become due and payable if specific conditions relating to the Resolutions have not been met on or before 1 June 2019.
Conference call and webcast details
Niklas Östberg, Emmanuel Thomassin, Ralf Wenzel and Duncan McIntyre will host an analyst and investor conference call to discuss the Transaction at 11:30am CET on December 21, 2018. Members of the investor community can follow the audio webcast on https://webcasts.eqs.com/delivery20181220. An on-demand replay will be available on the corporate website following the presentation.
Delivery Hero will provide further details on the Transaction at the time of its full-year results announcement which is currently scheduled for April 25, 2019.
About Delivery Hero:
Delivery Hero is one of the leading global online food ordering and delivery marketplace with number one market positions in terms of restaurants, active users and orders in more countries than any of its competitors and online and mobile platforms across 41 countries in Europe, the Middle East & North Africa (MENA), Latin America and the Asia-Pacific region and more than 4,000 cities worldwide. Delivery Hero also operates its own delivery service in c.200 cities around the world. The Company is headquartered in Berlin and has over 21,000 employees.
For more information, please visit www.deliveryhero.com
WKN: A2E4K4; ISIN: DE000A2E4K43.
Takeaway.com is the leading online food delivery marketplace in Continental Europe, Israel and Vietnam. The Company is focused on connecting consumers and restaurants through its platform. With nearly 36,500 connected restaurants, Takeaway.com offers consumers a wide variety of food choice. The Group mainly collaborates with delivery restaurants. In addition, Takeaway.com also provides restaurant delivery services in 38 European cities in ten countries for restaurants that do not deliver themselves.
Founded in 2000, the Group has rapidly grown to become the leading online food delivery marketplace of Continental Europe with operations in the Netherlands, Germany, Poland, Belgium, Austria, Switzerland, Luxembourg, Portugal, Bulgaria, and Romania. In the twelve months ended 30
June 2018, Takeaway.com processed more than 78 million orders from 12.6 million unique consumers.
With over 1,000 employees, the Group processed orders worth EUR1.5 billion and generated revenue of nearly EUR200 million in the twelve months ended 30 June 2018. Takeaway.com is listed on Euronext Amsterdam (AMS: TKWY).
The presentation contains forward looking statements, other estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE ("Forward-looking Statements"). These Forward-looking Statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "aims", "plans", "predicts", "may", "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These Forward-looking Statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding Delivery Hero SE's intentions, beliefs or current expectations concerning, among other things, Delivery Hero SE's prospects, growth, strategies, the industry in which it operates and potential or ongoing acquisitions. By their nature, Forward-looking Statements involve significant risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Similarly, past performance should not be taken as an indication of future results, and nor representation or warranty, express or implied, is made regarding future performance. The development of Delivery Hero SE's prospects, growth, strategies, the industry in which it operates, and the effect of acquisitions on Delivery Hero SE may differ materially from those made in or suggested by the Forward-looking Statements contained in this presentation or past performance. In addition, even if the development of Delivery Hero SE's prospects, growth, strategies and the industry in which it operates are consistent with the Forward-looking Statements contained in this presentation or past performance, those developments may not be indicative of Delivery Hero SE's results, liquidity or financial position or of results or developments in subsequent periods not covered by this presentation. Any Forward-Looking Statements only speak as at the date of this press release is provided to the recipient and it is up to the recipient to make its own assessment of the validity of any Forward-looking Statements and assumptions. No liability whatsoever is accepted by Delivery Hero SE in respect of the achievement of such Forward-looking Statements and assumptions.
End of Media Release
Issuer: Delivery Hero SE