Cat Rock Capital Issues Statement Regarding Just Eat Merger With Takeaway.com

Last-Minute CMA Investigation Is Shocking and Clearly Unwarranted

Just Eat Merger with Takeaway.com Promotes Competition Against Uber and Amazon

CMA Should Conduct a Quick and Fair Review to Avoid Negative Impact on Competition

GREENWICH, Conn.--()--Cat Rock Capital Management LP (together with its affiliates, “Cat Rock Capital”), 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”) (LSE: JE), representing circa 3% of Just Eat’s outstanding shares, and 3.9 million shares of the common stock of Takeaway.com N.V. (“Takeaway.com”), representing circa 6% of Takeaway.com’s outstanding shares, today issued a statement regarding the proposed merger between Just Eat and Takeaway.com.

Alex Captain, Founder and Managing Partner, Cat Rock Capital Management LP, commented:

It is shocking that the CMA would investigate the Just Eat merger with Takeaway.com. Takeaway.com has no UK operations, exited its minor business there over three years ago, and has stated that it had no intention to enter the UK market before the Just Eat merger.

The CMA’s investigation seems to draw a false equivalence between Takeaway.com’s merger with Just Eat and Amazon’s investment in Deliveroo. Amazon has a large UK business with millions of customers that it could leverage to re-enter the UK online food delivery market and increase competition. Takeaway.com has no such UK presence, customer base, or brand name. It is patently absurd to compare Takeaway.com with Amazon when evaluating the outlook for future competition.

The Just Eat merger with Takeaway.com creates a leading FTSE 100-listed technology company with a growing business in the UK and abroad. The combined company will have the resources to invest in competing against dominant global technology companies in the online food delivery space like Uber and Amazon. Any action the CMA takes to block this merger would only impair a UK-based company’s ability to effectively compete against these dominant platforms.

The CMA has had an opportunity to review the Just Eat and Takeaway.com merger for almost six months since it was first announced in early August 2019. We hope that any review that starts today, when the combined company’s shares are meant to begin trading, would be conducted quickly and fairly.”

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

Sidley Austin LLP and White & Case LLP are serving as legal advisors 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 Management LP and certain of its affiliates and controlling persons (collectively, “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 inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in Just Eat plc (“Just Eat”), Takeaway.com N.V. (“Takeaway.com”), 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. To the best of Cat Rock Capital’s ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that Cat Rock Capital believes to be accurate and reliable. However, such information is presented “as is”, without warranty of any kind, whether express or implied. All expressions of opinion are subject to change without notice, and Cat Rock Capital does not undertake to update or supplement any of the information, analysis and opinion contained herein. This announcement, and its content, distribution and use, is subject to the terms specified at www.JustEatMustDeliver.com.

FORWARD LOOKING STATEMENTS

This announcement contains 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 assumptions 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 Just Eat, Takeaway.com, or any other 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.

PERMITTED RECIPIENTS

In relation to the United Kingdom, this announcement is being issued only to, and is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of Just Eat or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Permitted Recipients”). Persons who are not Permitted Recipients must not act or rely on the information contained in this announcement.

DISTRIBUTION

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

Contacts

Investors
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 Capital issues statement regarding proposed Just Eat and Takeaway merger - last-minute CMA investigation is shocking and unwarranted.

Contacts

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

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