Takeaway.com N.V. (ENXTAM:TKWY) entered into an agreement to acquire Delivery Hero Germany GmbH and Foodora GmbH from Delivery Hero SE (DB:DHER) for approximately €940 million on December 20, 2018. The consideration comprises of approximately €510 million in cash subject to customary adjustments and 9.5 million shares in Takeaway.com N.V. Subject to completion, the company will issue 5.7 million ordinary shares in the share capital of the company with a nominal value of €0.04 each and 3.8 warrants granting rights to acquire 3.8 million ordinary shares in the share capital of the company to Delivery Hero SE. Post completion the equity portion of the deal would represent a stake of about 18% of Takeaway's total shares. Takeaway.com has secured committed debt financing for the cash portion of the consideration totaling approximately €680 million. The financing consists of a share offering as well as a convertible bonds issuance of €250 million. As on January 17, 2019, Takeaway.com intends to use to use the net proceeds from the capital increase executed by way of a private placement and issue of convertible bonds to partially finance the acquisition. Takeaway.com N.V. has agreed to a break fee in the amount of €9.3 million, which will become due and payable if specific conditions relating to the resolutions have not been met on or before June 1, 2019. Delivery Hero will have the right to submit a binding nomination for an independent member of Takeaway.com N.V.'s supervisory Board, until it holds less than 9.99% of the shares in Takeaway.com N.V.

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. On March 05, 2019, The Extraordinary General Meeting (EGM) of Takeaway.com N.V. has approved all the proposals, including the acquisition of the German Delivery Hero Businesses and the appointment of Johannes Reck as member of the Supervisory Board. As on February 13, 2019, the transaction is expected to be completed on April 1, 2019. Delivery Hero currently intends to reinvest approximately half of the cash proceeds in further growth.

Morgan Stanley Bank AG acted as financial advisor to Delivery Hero SE. Heleen Kersten, Sebastiaan Witkam, Pieter Schütte, Nora Offergelt, Rik van Kessel, Manon Cremers, Dennis Mollema, Reinout de Boer, Emile Bongers, Judica Krikke, Jasper Klopper, Rogier Raas, Roderik Vrolijk, Paul Vestering, Ea Visser and Daan Doorenbos of Stibbe N.V. and Carsten Berrar, Konstantin Technau, Michael Rosenthal, Elisa Hauch and Florian Spaeth of Sullivan & Cromwell (Germany) LLP acted as legal advisors to Delivery Hero SE. Klaas de Vries of De Brauw Blackstone Westbroek N.V. acted as legal advisor to Takeaway.com. Andreas Hoger, Christian Hoefs, Martin Klein, Johannes Tieves, Lucina Berger, Markus Röhrig, Jan Bonhage, Wolfgang Spoerr, Susan Kempe-Müller, Constantin Lauterwein; Radmila Petrovic, Christian Winkler, Nikita Gontschar, Laura Rothmann, Anja Höfelmeier, Jan Letto Steffen, Dominik Stolz, Anna Gotting, Vicki Treibmann, Tom Pleiner and Malcolm Tiffin-Richards of Hengeler Mueller acted as legal advisors while Florian Ropohl, Nicolai Huschke, Andreas Dietrich, Martin Nautzner, Alexander Bruns and Anne Mielke Holland of Ernst & Young acted as accountants for Takeaway.com. Patrick Gageur, Ulrike Topp and Anna Tanis of Ernst & Young acted as accountant for Delivery Hero. KPMG International Cooperative acted as Due Diligence Provider to Just Eat Takeaway.com N.V. in the transaction.

Takeaway.com N.V. (ENXTAM:TKWY) completed the acquisition of Delivery Hero Germany GmbH and Foodora GmbH from Delivery Hero SE (DB:DHER) on April 1, 2019. As a result of the transaction, the mandate of Semih Yalcin, employee representative in Delivery Hero's supervisory board will end. His successor will be Christian Graf von Hardenberg, Chief Technology Officer of Delivery Hero.