PRX Prosus NV

--Takeaway.com sweetened its all-stock bid for Just Eat and declared its offer final

--The move by the Dutch food-delivery company comes shortly after rival suitor Prosus increased its own bid

--Just Eat said it was reviewing both offers and advised shareholders to take no action

By Adria Calatayud

Dutch food-delivery company Takeaway.com NV (TKWY.AE) said Thursday that it has sweetened its all-stock offer for U.K. peer Just Eat PLC (JE.LN), shortly after rival suitor Prosus NV (PRX.AE) raised its own bid.

Takeaway said its raised bid values Just Eat at 916 pence a share based on the Dutch company's closing price on Wednesday. The offer is final and won't be raised, the company said.

Under the new proposal, Just Eat shareholders will own 57.5% of the combined group, Takeaway said, up from 52.12% under its previous offer. Takeaway also said it plans to explore options to exit Just Eat's minority stake in Brazil's iFood--in which Prosus owns a major stake--and return approximately half of the net proceeds to the shareholders of the combined group.

"This is our best and final offer and we will not go into an auction," Takeaway Chief Executive Jitse Groen said.

Just Eat in August accepted a merger proposal from Takeaway, which would create a major player at a time when the global food-delivery industry is moving toward consolidation. The deal was challenged in October by a hostile all-cash bid from Prosus, which Just Eat's board rejected.

Earlier on Thursday, Prosus raised its cash bid for Just Eat to 800 pence a share from 740 pence a share, valuing the company at 5.5 billion pounds ($7.2 billion), as it declared its own offer final.

Takeaway said it has also reduced the acceptance condition to a simple majority from 75% previously. The company said it has received acceptances and commitments from shareholders representing 41.09% of Just Eat.

The offer will remain open for acceptances until Jan. 10, Takeaway said.

Just Eat responded late Thursday and said that it was reviewing both offers, and advised shareholders to take no action at this time.

Just Eat shares closed 1.2% higher at 812 pence, while Takeaway shares were down 9.7% to 80.25 euros.

Write to Adria Calatayud at adria.calatayud@dowjones.com

(END) Dow Jones Newswires

December 19, 2019 12:42 ET (17:42 GMT)

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