Cat Rock Capital Issues Statement Regarding Prosus Offer for Just Eat

Prosus Offer Dramatically Undervalues Just Eat

Takeaway.com Merger Delivers Far More Long-Term Value to Just Eat Shareholders

GREENWICH, Conn.--()--Cat Rock Capital Management LP (together with its affiliates, “Cat Rock Capital” or “Cat Rock”), a long-term oriented investment firm and beneficial owner of approximately 17.7 million shares of the common stock of Just Eat plc (“Just Eat” or the “Company”) (LSE: JE), representing circa 3% of Just Eat’s outstanding shares, today issues the following statement regarding the Prosus N.V. (“Prosus”) offer for Just Eat:

The Prosus offer underscores the significant long-term potential and strategic value of Just Eat’s business. However, unlike the Takeaway.com NV (“Takeaway.com”) offer, the Prosus offer does not allow Just Eat shareholders to participate in any future value creation through the equity of the combined businesses. Prosus should share this future value creation with Just Eat shareholders by paying a fair premium.

The Prosus offer of 710p per share dramatically undervalues Just Eat’s equity, representing a multiple of only 3.8x fiscal year 2020 consensus revenue before ascribing any value to Just Eat’s valuable stake in iFood in Brazil.

Based on historical transaction precedents and market multiples, Prosus should pay at least 5.0x Just Eat’s fiscal year 2020 revenue, again attributing no value to Just Eat’s valuable stake in iFood. This multiple would translate to an all-cash offer of at least 925p per share.

The proposed Takeaway.com merger allows Just Eat shareholders to participate in future value creation and is therefore far more attractive than the Prosus offer of 710 per share.

Since September 9th, the value of Takeaway.com’s offer has been negatively impacted by open-market sales announced by Delivery Hero SE (“Delivery Hero”) that have used a limit of €73 per Takeaway.com share. In the ten trading days following this announcement, Takeaway.com stock fell 13% from €83.50 per share to the announced limit of €73 per share. We note that Prosus owns approximately 22% of Delivery Hero’s outstanding stock and sits on the Delivery Hero Board.

It is imperative that any entity related to Prosus, including Delivery Hero, immediately cease market actions that interfere with the effective value provided by competing bids for the duration of the Offer Period.

Just Eat is a high-quality business with significant growth potential, and we support the Board’s ongoing actions to realize the Company’s value for shareholders.”

Cat Rock’s previously released open letters to the Just Eat Board can be downloaded and read in full at JustEatMustDeliver.com.

Sidley Austin LLP is serving as legal advisor to Cat Rock Capital Management LP.

About Cat Rock Capital Management LP

Cat Rock Capital Management LP is a long-term focused investment firm that manages capital on behalf of pension funds, endowments, foundations, and other institutional investors. It seeks to invest in a select number of high-quality companies, with a long-term approach that emphasizes deep fundamental research. Cat Rock Capital is based in Connecticut, USA and was founded in 2015 by Alex Captain, a former Partner at Tiger Global Management.

DISCLAIMER

Cat Rock Capital is publishing this announcement solely for the information of other shareholders in Just Eat plc. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in the Company or any other company by Cat Rock Capital or any fund or other entity managed directly or indirectly by Cat Rock Capital in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000.

FORWARD LOOKING STATEMENTS

This press release and the letter contain certain forward-looking statements and information that are based on Cat Rock Capital’s beliefs as well as assumptions made by, and information currently available to, Cat Rock Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumption as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Cat Rock Capital herein are based on assumptions that Cat Rock Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Cat Rock Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Any historic financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in these materials should be relied upon as a promise or representation as to the future.

Contacts

Investor
Cat Rock Capital
+1 (203) 992-4630
info@catrockcap.com

Media
Kepler Communications
Charlotte Balbirnie
+44 (0) 7989 528421
CBalbirnie@keplercomms.com

Release Summary

Cat Rock issues statement regarding the Prosus N.V. offer for Just Eat.

Contacts

Investor
Cat Rock Capital
+1 (203) 992-4630
info@catrockcap.com

Media
Kepler Communications
Charlotte Balbirnie
+44 (0) 7989 528421
CBalbirnie@keplercomms.com