The boards of Simply Eat and Takeaway.com possess reached settlement to mix their two European meals transport companies.
The pair of publicly listed companies announced they were in talks to mix their companies a week ago, pronouncing then that talks were at a flowery stage.
This day they acknowledged their boards possess reached settlement on the phrases of “a urged all-fragment aggregate”, and both will likely be recommending unanimously that shareholders vote in desire of the merger at respective meetings.
Meetings to hunt shareholder approval are to be held no later than 20 December, and the pair inform they query the merger to be performed in Q4, assuming shareholders give the golf green gentle.
“The Combination would rep most likely the most biggest meals transport companies in the sector, with scale, strategic vision, commerce-leading capabilities, leading positions in stunning markets and a diversified geographic presence,” they write in lately’s repeat, including that the merger has “compelling strategic logic” and represents “a classy substitute” for both to impress on “the solid particular person platforms of Simply Eat and Takeaway.com with the functionality to enlighten colossal advantages to respective shareholders, consumers, workers and substitute stakeholders”.
Commenting in a commentary, Jitse Groen, CEO of Takeaway.com, also acknowledged: “The Combination of Simply Eat and Takeaway.com creates most likely the most sector’s most attention-grabbing and most extremely efficient meals transport web sites. This can turn out to be a gallant company that will function an impact on millions of customers across the globe; this will likely be at the forefront of product and tech construction in the sector, and this will lead the model in its relationship with its consumers, restaurant companions, its group, and its transport drivers. It’s miles a dreamed aggregate, created by the sector’s dream team, and I’m in a position to most efficient be grateful for the synthetic of leading it.”
In a single other supporting commentary, Simply Eat’s chairman Mike Evans added: “The Board believes that right here is a compelling offer for Simply Eat shareholders that will rep a international chief in a dynamic and rapidly rising sector. Our companies possess a shared philosophy and culture, and together we can rep most likely the most sector’s most attention-grabbing online meals transport platforms with leading positions in key markets. With a necessary commitment to the UK and to the staff of Simply Eat, we are waiting for about the new aggregate and proven management team will allow us to better encourage our millions of customers and hundreds of restaurant companions across the sector. Simply Eat will likely be a motive force in the introduction of an thrilling international chief and I’m taking a learn about ahead to working with Jitse and the talented Takeaway.com team to take care of this probability together.”
Below the agreed phrases, Simply Eat shareholders will likely be entitled to web 0.09744 Takeaway.com shares for every and every Simply Eat fragment which they bid implies a tag for Simply Eat of 731 pence per Simply Eat fragment in accordance to Takeaway.com’s closing fragment tag on 26 July 2019 of €83.55 — representing a top rate of 15% to Simply Eat’s closing fragment tag on 26 July 2019 (ahead head of the announcement of the merger talks).
Whereas, following completion, Simply Eat Shareholders will possess approximately 52.15% and Takeaway.com Shareholders will possess approximately 47.85% of the mixed crew — which is region to be called Simply Eat Takeaway.com N.V., and may perhaps perhaps fair peaceable be headquartered in Amsterdam, in the Netherlands.
The pair inform the new device is to take care of “a bunch” of Simply Eat’s fresh headquarter functions in London (they halt no longer bid how many or which), and “a necessary a part of its operations in the United Kingdom, including its present operations in London, Borehamwood and Bristol”.
“A rotund evaluate of the Blended Neighborhood’s substitute locations has no longer but been performed, and consequently, there are no longer any explicit plans in terms of these substitute locations,” they add.
A two-tier board structure is planned for the merged entity, with a administration board and supervisory board, both of that will comprise a combination of participants from the Takeaway.com boards and from the Simply Eat board — including fresh Takeaway.com CEO Groen assuming the role of CEO of the mixed crew and Paul Harrison, the new CFO of Simply Eat, taking on the CFO role for the merged entity, whereas Takeaway.com’s fresh CFO, Brent Wissink, will turn out to be co-COO of the mixed crew, together with Takeaway.com’s fresh COO Jörg Gerbig.
For the supervisory board, the idea is for fresh Simply Eat chairman Evans to remove the chairman role, whereas Adriaan Nühn, currently the chairman of the Takeaway.com supervisory board, will likely be vice-chairman and senior neutral non-executive director.
The supervisory board can even comprise three neutral non-executive participants identified by Simply Eat and two non-executive participants identified by Takeaway.com.
The pair inform approval will likely be hunted for the checklist and admission to trading of the enlarged fragment capital of the Blended Neighborhood on the Top rate Segment of the London Inventory Substitute’s Predominant Market for listed securities; and of the new Takeaway.com shares on Euronext Amsterdam; and inclusion of the Blended Neighborhood in the FTSE 100 Index and FTSE All-Half Index.
“In retaining with preliminary discussions with FTSE, Takeaway.com and Simply Eat rely on that the Blended Neighborhood will be eligible for inclusion in the FTSE 100 Index and the FTSE All-Half Index from completion of the Combination,” they add.