Just Eat and Takeaway.com agree merger terms

Just Eat and Takeaway.com have agreed the terms of a merger that will create one of the largest food delivery companies in the world.

Just Eat shareholders will be entitled to receive 0.09744 new Takeaway.com shares for each of their shares. Just Eat shareholders will own around 52.2% of the company, while shareholders of the Dutch rival will own the rest.

The terms of the combination imply a value of 731p per Just Eat share based on Takeaway.com's closing price on 26 July of €83.55. This represents a premium of 15% to Just Eat's closing share price on the same day.

The companies said in a statement that they had combined orders of 355 million worth €3.7bn in 2018. They estimated that the combined group will have recurring annual pre-tax cost benefits of approximately €20m (£18m) by the fourth anniversary of completion of the deal, with around €10m (£9m) expected by the first anniversary.

Jitse Groen, the current chief executive officer of Takeaway.com, will assume the role of CEO of the combined group, while Just Eat's chief financial officer, Paul Harrison, will assume the role of CFO.

Just Eat chairman Mike Evans said: "The board believes that this is a compelling offer for Just Eat shareholders which will create a global leader in a dynamic and rapidly growing sector. Our businesses have a shared philosophy and culture, and together we will create one of the world's largest online food delivery platforms with leading positions in key markets.

"With a significant commitment to the UK and to the employees of Just Eat, we believe the new combination and proven leadership team will allow us to better serve our millions of consumers and thousands of restaurant partners around the world. Just Eat will be a driving force in the creation of an exciting global leader and I am looking forward to working with Jitse and the talented Takeaway.com team to seize this opportunity together."

The company will be headquartered and domiciled in Amsterdam but also plans to maintain a number of Just Eat's current HQ functions in London.

At 0915 BST, Just Eat shares were down 1.4% at 726p and Takeaway.com shares were 0.5% lower at €77.20.