On May 12, 2021, Grubhub Inc., a Delaware corporation (Grubhub), issued a press release announcing the filing of a definitive proxy
statement with the U.S. Securities and Exchange Commission, as well as the establishment of a record date of April 27, 2021, and a meeting date of June 10, 2021, for a special meeting of its stockholders to, among other things, vote on a
proposal to adopt the previously announced Agreement and Plan of Merger, dated June 10, 2020 (as amended on September 4, 2020 and March 12, 2021) with Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc. and Checkers Merger Sub II,
Inc.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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Exhibit
Number
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Description
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99.1
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Press release, dated as of May 12, 2021.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Forward-Looking Statements
This communication contains forward-looking statements regarding Grubhub, Just Eat Takeaway.com or their respective managements 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 Grubhubs and Just Eat Takeaway.coms businesses; risks that the proposed merger disrupts Grubhubs or Just Eat
Takeaway.coms 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 managements
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 Grubhubs and Just Eat Takeaway.coms 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 Grubhubs and Just Eat Takeaway.coms 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.coms 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.coms 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.