Takeaway pulls ahead in Just Eat bidding war endgame

By Paul Sandle and Toby Sterling

LONDON/AMSTERDAM (Reuters) - Takeaway.com was poised to win the battle for British food delivery company Just Eat after it trumped a raised offer from rival Prosus NV, which put it within reach of a 50% threshold needed to clinch the deal.

The two companies vying to buy British online food delivery company made increased final bids on Thursday, with Prosus offering 800 pence, or 5.5 billion pounds ($7.16 billion) in cash, and Takeaway.com raising its all-share offer.

The Takeaway bid valued Just Eat shares at 916 pence each based on its closing price on Wednesday. The prospect of a higher offer sent Takeaway shares falling more than 9% to 80.25 euros in Amsterdam on Thursday afternoon, narrowing the gap between the two bids to just 30 pence.

But Takeaway looked set to close the deal after it said it had the backing of acceptances representing 46.07% of Just Eat shares. Just Eat's largest shareholder STM Fidecs Trust Company said it was supporting the "materially improved" offer from Takeaway.

Takeaway and internet giant Prosus, which is also listed in Amsterdam, have been battling since October, with Takeaway's earlier offer backed until now by Just Eat's board.

Just Eat said in a statement it was reviewing both final offers, and advised shareholders to take no action at this time.

The bids were announced within a matter of minutes of each other in a late afternoon flurry.

Prosus CEO Bob van Dijk said his company's final offer, which was increased from previous bids of 710 and 740 pence "delivers outstanding and certain value to Just Eat shareholders" and he urged them to accept it.

Shortly afterwards Takeaway CEO Jitse Groen responded with a new all-share bid that would leave Takeaway shareholders with a 42.5% stake in the combined company, down from 48%.

Just Eat shares were trading up 1.2% at 812 pence after first falling then surging on the successive announcements.

"This offer is a full offer, and on top of that we believe it provides Just Eat shareholders with tremendous upside," Groen said in a statement.

"The all-share combination establishes the largest global platform in online food delivery outside China and allows shareholders of both Just Eat and Takeaway.com to benefit from significant long-term value creation."

Groen personally owns a 25% stake in Takeaway. In conjunction with its new bid, the company said it would see full year revenue growth of 77%, driven by growth in Germany.

Takeaway said it would look at selling Just Eat's 33% stake in Brazil's iFood if its offer succeeds, returning half of the proceeds to shareholders. Prosus already owns the rest of iFood, Brazil's biggest online food delivery platform.

Takeaway and Prosus have argued about the correct strategy for Just Eat, which is facing increased competition from the likes of Uber Eats and Deliveroo.

Takeaway has said platforms that focus on delivery will struggle to be profitable, and it aims instead to be the dominant ordering platform in each market.

Its offer has been backed by Just Eat's board and some shareholders who believe a combination of the companies will create a powerhouse in Europe's most profitable markets in the long term.

Investor Alex Captain of Cat Rock Capital Management LP, which holds 5.95% of Takeaway and 2.60% of Just Eat, said on Thursday he continued to back the Takeaway offer.

"We hope Just Eat shareholders join us in accepting this final Takeaway.com offer," he said.

Prosus has argued that without being a dominant player in both delivery and ordering -- which will require significant investment -- competitors will overtake Just Eat.

Takeaway said it has received valid acceptances from the holders of 46.07% of Just Eat's shares. Both bidders have a tender threshold of 50% of shares to be binding.

Prosus said that by 1300 on Thursday, before it made its final offer, it had received acceptances from holders of about 0.0065% of Just Eat's shares.

Both suitors said their bids were final and would not be raised, eliminating the prospect of an auction that would have taken place between Christmas and New Year.

Both offers now have acceptance thresholds of 50% and shareholders have until Jan. 10 to choose.

(Reporting by Paul Sandle and Toby Sterling, Editing by Kate Holton/Keith Weir/Jane Merriman)