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South African tech investor Naspers
(NAPRF) has sweetened its hostile bid for Just Eat, valuing the UK online food delivery company at $6.7 billion and escalatinga takeover battle with rival suitor Takeaway.com.
But the revised offer may fail to win over shareholders.
Prosus, which derivesmost of its value from its 31% stake in Chinese internet giant Tencent
(TCEHY), said in a statement that its improved offer follows “extensive discussions” with Just Eat shareholders.
It represents a 6% premium to the implied value of a proposed all-stock merger between Just Eat and Dutch rival Takeaway.com.
Under the terms of that deal, which has the backing of Just Eat’s board and management, Just Eat shareholders will receive a 52% stake in the combined entity.
Based on the structure of the deal and Takeaway.com’s share price on Monday, the combination implies a value for Just Eat of ￡6.96 ($9.16) per share, according to Credit Suisse analysts.
Prosus argued in its statement that Just Eat shareholders should accept its bid because it offers the certainty of cash, and does not hinge on a stock price that could change.
Naspers has invested $2.8 billion since 2016 building its online food delivery empire, which now spans 41 countries and 400,000 restaurant partners.
The acquisition of Just Eat would add 13 markets and 100,000 restaurant partners to its network, pitting it against the likes of Amazon
(AMZN)-backed Deliveroo and Uber
(UBER) Eats in the United Kingdom.
Through Prosus, Naspers has stakes in Europe’s Delivery Hero, iFood in Brazil and India’s Swiggy.
But Credit Suisse analyst Joseph Barnet-Lamb said Prosus’ revised offer was still not high enough to swing the odds in its favor.
“Takeaway.com’s share price reflects that they are the best operators in the industry,” Barnet-Lamb told CNN Business, suggesting thatthe Dutch company’s stock could climb further.
Alex Captain, founder and managing partner of Cat Rock Capital, a top 10 shareholder in Just Eat, said that Prosus continues to “dramatically undervalue Just Eat” with its revised offer.
Captain said in a statement that Prosus needs to offer at least ￡9.25 ($12.18) per share in order to compete with Takeaway.com.
Shares in Just Eat are up 33% so far this year, and were trading at ￡7.81 pence ($10.25) at midday in London.
