CHICAGO, June 10, 2021 /PRNewswire/ -- Grubhub
Inc. (NYSE: GRUB) ("Grubhub"), a leading online and mobile
food-ordering and delivery marketplace, today announced that its
stockholders overwhelmingly approved the proposals necessary to
complete 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 online food delivery companies, measured by Gross
Merchandise Value and revenue.
56,521,111 outstanding shares of Grubhub common stock voted at
the Grubhub special meeting, and of the shares
voted, approximately 99.98% were voted in favor
of the adoption of the merger agreement between Grubhub and Just
Eat Takeaway.com. The final voting results will be publicly filed
with the Securities and Exchange Commission on a Form 8-K.
"We are pleased that Grubhub stockholders overwhelmingly
supported the recommendation of Grubhub's board of directors on the
pending combination with Just Eat Takeaway.com and voted in favor
of the transaction," said Matt Maloney, Grubhub's founder and
chief executive officer. "We thank our stockholders for their
continued support and look forward to working with Just Eat
Takeaway.com to complete this transaction."
Subject to satisfaction of remaining customary closing
conditions, completion of the Transaction is expected to occur on
June 15, 2021.
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; 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.
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.