A seemingly settled tie-up between FTSE 100 takeaway firm Just Eat PLC (LON:JE.) and its Dutch rival Takeaway.com was thrown into disarray on Tuesday as South African e-commerce giant Naspers launched a hostile bid for the group.
While the offer was rejected out of hand by Just Eat’s board, the £4.9bn cash bid, equivalent to 710p per share, is 20% higher than the currently implied 594p all-share offer from Takeaway.com despite the Dutch firm’s original bid in August being closer to 730p before a decline in its shares knocked the deal’s value.
Just Eat’s investors seem to be drooling over the prospect of a bidding war, with the share price shooting up 25% to 735p in late-afternoon.
While the next steps are currently unclear, several scenarios could play out in this takeaway tussle.
Is a higher bid incoming?
One possible outcome, and the one investors seem to be banking on given the share price surge, is that Takeaway.com, or possibly even another rival bidder, will swoop in with a higher offer to counter Naspers’ efforts.
An analyst at a City broker told Proactive that a higher bid from Takeaway.com was likely given “pressure” from its major shareholders to ensure the tie-up went through, although it was hard to see how the company could sweeten the deal.
They said that it would be hard for the firm to offer cash, given that it is currently unprofitable, and that adding more shares to the bid would increase dilution risk.
This sentiment was echoed by Peel Hunt analyst James Lockyer, who said a counter bid from Takeaway.com would be difficult given the recent weakness in the Dutch group’s shares, which after hitting a six-month high at the end of August have slumped 16% to €73.
Naspers' assessment that Just Eat would require investment “in excess” of the amount planned by its current management was also likely to raise concerns among the company’s investors over its strategy going forward.
“If [Just Eat] want to beat the likes of Deliveroo and UberEats they’re going to need more investment”, Lockyer says, adding that these issues will be “the first thing” shareholder’s ask the company’s directors in the wake of the new bid.
With this in mind, even if the counter bid is not accepted, Naspers’ move will likely encourage shareholders to push for greater clarity over the group’s investment plans.
Facing fierce competition from rivals such as Deliveroo and UberEats, Just Eat has already promised to cut jobs and pump cash into its delivery capabilities as it battles with slowing order growth, which in its third-quarter dropped to 25% from 30% year-on-year.
Just Eat’s outright rejection of the offer is also unlikely to make the pressure go away, as Lockyer says investors would “not be expected to accept [the Takeaway.com] offer over and above a higher bid currently in the market” unless they believed the long term value was larger through the all-share tie-up.
Are other bidders lurking?
While Naspers hostile bid was the first one it made directly to shareholders, Just Eat revealed in its rejection that the South African firm had approached it on three previous occasions with bids of 670p, 700p and 710p per share respectively.
This raises the prospect that other bidders could be lurking in the background as potential buyers, and that Naspers' offer document could have been an attempt to flush them out into the open.
Lockyer is sceptical that another bidder is waiting to pounce, saying that some of the more likely candidates such as German outfit Delivery Hero, in which Naspers owns a stake of around 23%, and Japanese conglomerate Softbank did not currently have the firepower to counter the bid.
One possibility, Lockyer says, is taxi app Uber Technologies Inc (NYSE:UBER), which is looking to expand its UberEats business to cover self-delivering restaurants in combination with its current model of transporting food from eateries that do not have their own delivery staff.
Although, while Uber is financially capable of bidding for Just Eat, it may need to decide whether accelerating its coverage of the food delivery market would be worth a move away from its core logistics and transport business.
“It’s a balance between a business that it slightly against their core, but [Just Eat] will provide a cash-generative model that can support its loss-making UberEats business”, Lockyer says.
The City analyst is less convinced that Uber could shell out for Just Eat, saying that with the firm “haemorrhaging cash” a potential £5bn acquisition was unlikely to sound like an appealing proposition in addition to possible scrutiny from competition regulators.
This concern is likely to have held more water since July when the Competition and Markets Authority (CMA) announced it would investigate a potential merger between Deliveroo and Amazon Inc (NASDAQ:AMZN).
Could Naspers double up?
Naspers has said it will issue an offer document and acceptance form within 28 days and expects the takeover to complete between the end of 2019 and early 2020, provided Just Eat investors accept its offer.
While the firm could decide to leapfrog both companies and buy out the newly combined entity, such a move may be too much stomach for the investment group.
The City analyst is pessimistic, saying that such a large purchase would leave Naspers investment portfolio “concentrated” and overly reliant on the food delivery market.
Lockyer adds that while the acquisition may be “possible”, competition issues could attract the ire of European regulators due to the potential for a large player to have an entity into which it can pour cash, akin to the CMA’s concerns over Amazon and Deliveroo.