CHICAGO, May 12, 2021 /PRNewswire/ -- Grubhub
Inc. (NYSE: GRUB) ("Grubhub"), a leading online and mobile
food-ordering and delivery marketplace, today announced the filing
of a definitive proxy statement (the "proxy statement") with the
U.S. Securities and Exchange Commission. The proxy statement is in
connection with the proposed acquisition by Just Eat Takeaway.com
N.V. ("Just Eat Takeaway.com") of 100% of the shares of Grubhub in
an all-stock transaction (the "Transaction") to create one of the
world's largest food delivery companies, measured by Gross
Merchandise Value and revenue. Grubhub will commence mailing the
proxy statement to its stockholders on or about May 12, 2021.
Grubhub will hold a special meeting of its stockholders (the
"Grubhub Special Meeting") to vote on a proposal to adopt the
Agreement and Plan of Merger with Just Eat Takeaway.com and approve
related matters as described in the proxy statement. The Grubhub
Special meeting is scheduled to take place on June 10, 2021, at 8 a.m. Central Time and
will be held exclusively in a virtual format. Grubhub stockholders
will be entitled to attend and participate in the Grubhub Special
Meeting if they were Grubhub stockholders of record as of the close
of business on April 27, 2021, or hold a valid proxy of such a
Grubhub stockholder for the Grubhub Special Meeting.
The Grubhub Board of Directors believes the Transaction is in
the best interests of Grubhub and its stockholders, and recommends
that Grubhub stockholders vote "FOR" the adoption of the Agreement
and Plan of Merger between Grubhub and Just Eat Takeaway.com, as
well as all other proposals included in Grubhub's proxy
statement.
Highlights of the Transaction, which was previously announced on
June 10, 2020, include:
- It creates one of the world's largest food delivery companies,
measured by Gross Merchandise Value and revenue, connecting
restaurant partners with their consumers in 24 countries.
- The Transaction forms a company built around four of the
world's most attractive markets in food delivery: the U.S., the
U.K., the Netherlands and
Germany. These markets
have substantial further opportunities for growth, significant
penetration upside and longer-term improvements
in profitability.
- Grubhub will be much stronger as part of Just Eat Takeaway.com.
The increased scale and resources of the combined group will
provide greater flexibility to make strategic, long-term investment
decisions.
- In the U.S., where the market is competitive and fragmented
across local regions and cities, Grubhub has unique
advantages: a substantial marketplace business; a robust
corporate and campus business; a large geographic
footprint; extensive customer and restaurant
relationships; and a successful hybrid operating model
with many restaurants that complete their own deliveries.
- The enhanced scale and leading positions of the combined group
provide an opportunity to leverage best practices from Just Eat
Takeaway.com and Grubhub and create the broadest possible offering
to both restaurant partners and consumers.
- The combined group will have a founder-led management team with
a proven track record of building leading positions in markets of
scale. The new management team has 55+ years of combined experience
in the sector.
The Transaction is subject to the approval of Grubhub's
stockholders at the Grubhub Special Meeting, as well as other
customary closing conditions. Subject to satisfaction of the
conditions, completion of the Transaction is expected to occur by
the end of the second quarter of 2021.
To be admitted to the stockholders' portion of the Grubhub
Special Meeting at www.virtualshareholdermeeting.com/GRUB2021SM,
Grubhub stockholders must enter the 16-digit control number found
on their proxy card or voting instruction form. The Grubhub Special
Meeting will be held virtually.
Grubhub stockholders who need assistance in completing the proxy
card, need additional copies of the proxy materials, or have
questions regarding the Grubhub Special Meeting may contact
Grubhub's proxy solicitor:
Innisfree M&A
Incorporated
Stockholders May Call
Toll-Free: (877) 717-3936
Banks & Brokers May Call Collect: (212) 750-5833
About Grubhub
Grubhub (NYSE: GRUB) is a leading online
and mobile food-ordering and delivery marketplace with the largest
and most comprehensive network of restaurant partners, as well as
33 million active diners. Dedicated to connecting diners with the
food they love from their favorite local restaurants, Grubhub
elevates food ordering through innovative restaurant technology,
easy-to-use platforms and an improved delivery experience. Grubhub
features over 300,000 restaurants and is proud to partner with over
280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub
portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus
and MenuPages.
Forward-Looking Statements
This communication contains
"forward-looking statements" regarding Grubhub, Just Eat
Takeaway.com or their respective management's future expectations,
beliefs, intentions, goals, strategies, plans and prospects, which,
in the case of Grubhub, are made in reliance on the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements involve substantial risks, known
and unknown, uncertainties, assumptions and other factors that may
cause actual results, performance or achievements to differ
materially from future results expressed or implied by such
forward-looking statements including, but not limited to, the
occurrence of any event, change or other circumstances that could
give rise to the right of one or both of Grubhub or Just Eat
Takeaway.com to terminate the merger agreement; the ability to
obtain approval by Grubhub stockholders on the expected schedule or
at all; difficulties and delays in integrating Grubhub's and Just
Eat Takeaway.com's businesses; risks that the proposed merger
disrupts Grubhub's or Just Eat Takeaway.com's current plans and
operations; failing to fully realize anticipated synergies, cost
savings and other anticipated benefits of the proposed merger when
expected or at all; potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed merger; the risk that unexpected costs
will be incurred; the ability of Grubhub or Just Eat Takeaway.com
to retain and hire key personnel; the diversion of management's
attention from ongoing business operations; uncertainty as to the
value of the Just Eat Takeaway.com ordinary shares to be issued in
connection with the proposed merger; uncertainty as to the
long-term value of the common stock of the combined company
following the proposed merger; the continued availability of
capital and financing following the proposed merger; the outcome of
any legal proceedings that may be instituted against Grubhub, Just
Eat Takeaway.com or their respective directors and officers;
changes in global, political, economic, business, competitive,
market and regulatory forces; changes in tax laws, regulations,
rates and policies; future business acquisitions or disposals;
competitive developments; and the timing and occurrence (or
non-occurrence) of other events or circumstances that may be beyond
Grubhub's and Just Eat Takeaway.com's control. These and other
risks, uncertainties, assumptions and other factors may be
amplified or made more uncertain by the COVID-19 pandemic, which
has caused significant economic uncertainty. The extent to which
the COVID-19 pandemic impacts Grubhub's and Just Eat Takeaway.com's
businesses, operations and financial results, including the
duration and magnitude of such effects, will depend on numerous
factors, which are unpredictable, including, but not limited to,
the duration and spread of the outbreak, its severity, the actions
taken to contain the virus or treat its impact, and how quickly and
to what extent normal economic and operating conditions can resume.
Forward-looking statements generally relate to future events or
Grubhub and Just Eat Takeaway.com's future financial or operating
performance and include, without limitation, statements relating to
the proposed merger and the potential impact of the COVID-19
outbreak on Grubhub and Just Eat Takeaway.com's business and
operations. In some cases, you can identify forward-looking
statements because they contain words such as "anticipates,"
"believes," "contemplates," "could," "seeks," "estimates,"
"intends," "may," "plans," "potential," "predicts," "projects,"
"should," "will," "would" or similar expressions and the negatives
of those terms.
While forward-looking statements are Grubhub's and Just Eat
Takeaway.com's current predictions at the time they are made, you
should not rely upon them. Forward-looking statements represent
Grubhub's and Just Eat Takeaway.com's management's beliefs and
assumptions only as of the date of this communication, unless
otherwise indicated, and there is no implication that the
information contained in this communication is made subsequent to
such date. For additional information concerning factors that could
cause actual results and outcomes to differ materially from those
expressed or implied in the forward-looking statements, please
refer to the cautionary statements and risk factors included in
Grubhub's filings with the Securities and Exchange Commission (the
"SEC"), including Grubhub's Annual Report on Form 10-K filed with
the SEC on March 1, 2021, Grubhub's
Quarterly Reports on Form 10-Q and any further disclosures Grubhub
makes in Current Reports on Form 8-K. Grubhub's SEC filings are
available electronically on Grubhub's investor website at
investors.grubhub.com or the SEC's website at www.sec.gov. For
additional information concerning factors that could cause future
results to differ from those expressed or implied in the
forward-looking statements, please refer to Just Eat Takeaway.com's
non-exhaustive list of key risks and cautionary statements included
in Just Eat Takeaway.com's Annual Report, which is available
electronically on Just Eat Takeaway.com's investor website at
www.justeattakeaway.com. Except as required by law, Grubhub and
Just Eat Takeaway.com assume no obligation to update these
forward-looking statements or this communication, or to update,
supplement or correct the information set forth in this
communication or the reasons actual results could differ materially
from those anticipated in the forward-looking statements, even if
new information becomes available in the future. All subsequent
written and oral forward-looking statements attributable to
Grubhub, Just Eat Takeaway.com or any person acting on behalf of
either party are expressly qualified in their entirety by the
cautionary statements referenced above.
Additional Information and Where to Find It
In
connection with the proposed merger, Just Eat Takeaway.com has
filed with the SEC a registration statement on Form F-4 to register
the shares to be issued in connection with the proposed merger. The
registration statement was declared effective by the SEC on
May 12, 2021, and includes a proxy statement of
Grubhub/prospectus of Just Eat Takeaway.com. The definitive proxy
statement/prospectus was first mailed to the stockholders of
Grubhub on or about May 12, 2021, seeking their approval of
the respective merger-related proposals. Also in connection with
the proposed merger, on or about May 12, 2021, Just Eat
Takeaway.com filed with the Netherlands Authority for the Financial
Markets ("AFM") and the UK Financial Conduct Authority ("FCA") a
prospectus for the listing and admission to trading on Euronext
Amsterdam and the admission to listing on the FCA's Official List
and to trading on the London Stock Exchange's Main Market for
listed securities of the shares to be issued in connection with the
proposed merger (the "Prospectus").
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE
PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE
PROPOSED MERGER.
Investors and security holders may obtain copies of these
documents and any other documents filed with or furnished to the
SEC by Grubhub or Just Eat Takeaway.com free of charge through the
website maintained by the SEC at www.sec.gov, from Grubhub at its
website, investors.grubhub.com, or from Just Eat Takeaway.com at
its website www.justeattakeaway.com. The Prospectus, as well as any
supplement thereto, will be made available on the website of Just
Eat Takeaway.com at its website www.justeattakeaway.com.
Participants in the Solicitation
Grubhub, Just Eat
Takeaway.com and their respective directors and certain of their
respective executive officers and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed merger under the rules of the SEC. Information about
Grubhub's directors and executive officers is available in
Grubhub's definitive proxy statement dated April 28, 2021 for
its 2021 Annual Meeting of Stockholders. To the extent holdings of
Grubhub securities by directors or executive officers of Grubhub
have changed since the amounts contained in the definitive proxy
statement for Grubhub's 2021 Annual Meeting of Stockholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents are
available free of charge from the sources indicated above, and from
Grubhub by going to its investor relations page on its corporate
website at investors.grubhub.com. Information about Just Eat
Takeaway.com's directors and executive officers and a description
of their interests are set forth in Just Eat Takeaway.com's 2020
Annual Report, which may be obtained free of charge from Just Eat
Takeaway.com's website, www.justeattakeaway.com. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed merger when they become available.
Investors should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from
Grubhub or Just Eat Takeaway.com using the sources indicated
above.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European
regulations.
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SOURCE Grubhub Inc.