Just Eat Takeaway.com N.V., hereinafter the “Company”, or together with its group companies “Just Eat Takeaway.com”, is pleased to announce that it has entered into a definitive agreement to sell Grubhub Inc. (“Grubhub”) to Wonder Group, Inc. (“Wonder”) for an enterprise value of USD650 million (the “Transaction”).
Transaction highlights
Agreement to sell Grubhub to Wonder for an enterprise value of USD650 million;
Grubhub will be transferred with its USD500 million of senior notes and, after customary adjustments, net proceeds to the Company are expected to be up to USD50 million;
Completion expected during Q1 2025, subject to customary closing conditions including regulatory approvals;
Following completion of the Transaction, Just Eat Takeaway.com will retain no material liabilities associated with Grubhub;
The above enterprise value reflects the Company’s expectation that New York City fee caps will be amended in the near term.
The sale of Grubhub to Wonder will increase the cash generation capabilities of Just Eat Takeaway.com and will accelerate our growth. This deal delivers the right home for Grubhub and its employees. I would like to thank everyone at Grubhub for their contributions to both Grubhub and the wider Just Eat Takeaway.com business.
Jitse Groen, founder and CEO of Just Eat Takeaway.com
Wonder’s acquisition of Grubhub continues our mission to make great food more accessible. As we enhance our customer experience with selection, speed, and variety, we’re excited to soon offer a curated selection of Grubhub’s restaurant partners directly in the Wonder app, alongside our owned and operated restaurants and meal kits. Bringing Wonder and Grubhub together is the next step in our vision to create the super app for meal time, re-envisioning the future of food delivery.
Marc Lore, founder and CEO of Wonder
Transaction rationale
The Transaction follows the Company’s prior announcements that it was actively exploring the partial or full sale of Grubhub. The Transaction increases Just Eat Takeaway.com’s ability to support investment in countries in which it has the greatest competitive advantage. It also improves Just Eat Takeaway.com’s GTV growth and free cash flow generation. Furthermore, the Transaction positively impacts Just Eat Takeaway.com’s capital structure and liquidity position.
The Transaction does not impact the Company’s guidance for 2024 as set out in its Q3 2024 Trading Update on 16 October 2024.
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About Grubhub
Headquartered in Chicago, Illinois, Grubhub is a leading US online food delivery company. In the financial year ended 31 December 2023, Grubhub generated:
237 million orders and GTV of €8,060 million;
Adjusted EBITDA of €94 million, representing a margin (as a % of GTV) of 1.2%; and
Free cash flow, before changes in working capital, of negative €77 million.
In addition, the cost of net share-based compensation at Just Eat Takeaway.com associated with Grubhub in 2023 represented 50% of the Company’s total share-based compensation costs.
About Wonder
Wonder is a new kind of food hall that is revolutionising the food industry by creating the super app for mealtime, operating a collection of delivery-first restaurants and pioneering a new category of “Fast Fine” dining.
Featuring some of the world’s best chefs including Bobby Flay, Jose Andres, Nancy Silverton and Marcus Samuelsson, along with award-winning restaurants from across the country including Tejas Barbeque and Di Fara Pizza, customers can experience any combination of these chefs and restaurants all together in one order for the first time. In 2023, Wonder acquired meal kit pioneer Blue Apron.
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