Cat Rock Capital Releases Presentation on Grubhub and Just Eat Takeaway With yesterdays public filing of the registration statement and preliminary proxy statement with the SEC and the Grubhub special stockholder meeting expected to take place in June, we are looking forward to closing the transaction in the coming months and beginning our next chapter as part of the Just Eat Takeaway.com family.. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. 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. The pace of change in online food delivery is staggering, particularly as the COVID-19 pandemic altered consumer behavior and unlocked enormous new market opportunities. Just Eat Takeaway.com shares rose over 7% on news of the company's interest in selling Grubhub. Gross Food Sales grew 60% year-over-year to $2.6 billion, up from $1.6 billion in the first quarter of 2020. Both, of us have a firm belief that only businesses with high-quality and profitable growth will, sustain in our sector. Cat Rock Capital Management LP and certain of its affiliates and controlling persons (collectively, Cat Rock Capital), is publishing this announcement solely for the information of other shareholders in Just Eat Takeaway.com NV (Just Eat Takeaway.com). The company bought the U.S. food delivery platform for $7.3 billion barely a year ago.. However, such information is presented as is, without warranty of any kind, whether express or implied, and Cat Rock Capital has not independently verified the data contained therein. Rafael Henrique | Sopa Images | Lightrocket | Getty Images. The registration statement has not yet become effective and includes a preliminary proxy statement of Grubhub/prospectus of Just Eat Takeaway.com which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the respective merger-related proposals. The firm said growth in the second quarter of the year will "remain challenging.". 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. Cat Rock Capital Management LP is a long-term focused investment firm that manages capital on behalf of pension funds, endowments, foundations, and other institutional investors. Same-day delivery allows physical retailers to offer faster delivery times than traditional e-commerce players, making them far more competitive as consumers increasingly shop online. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.coms 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.coms business and operations. (1) Profits: Just Eat Takeaway.com increases its revenue by ~70% while increasing its share count by only ~40%, even as Grubhub grows GMV ~60% (close to 90% excluding B2B and Manhattan B2C. +1 (203) 992-4630 For the avoidance of doubt, the content of the websites referred to herein are not incorporated by reference into, and do not form part of, this announcement. Cat Rock Capital is subject to supervision by, and registered with, the U.S. Securities and Exchange Commission. Grubhub is a part of Just Eat Takeaway.com, a leading global online food delivery marketplace, and features more than 365,000 restaurant partners in over 4,000 U.S. cities. Private Securities Litigation Reform Act of 1995. Order growth accelerated in the high-single digits compared to the fourth quarter of 2020, even when normalizing for the initial COVID-related deceleration in the second half of March 2020. Additional Information and Where to Find It 138.37K Follower s. Follow. Today, we are sharing our research on the significant strategic opportunities for Grubhub publicly for the benefit of JETs shareholders and Board. Adjustments to reconcile net loss to net cash from operating activities: Amortization of intangible assets and developed software, Net cash provided by operating activities, Capitalized website and development costs, Other cash flows from investing activities, Proceeds from borrowings under the credit facility, Taxes paid related to net settlement of stock-based compensation awards, Other cash flows from financing activities, Net cash provided by (used in) financing activities, Net change in cash, cash equivalents, and restricted cash, Effect of exchange rates on cash, cash equivalents and restricted cash, Cash, cash equivalents, and restricted cash at beginning of year, Cash, cash equivalents, and restricted cash at end of the period, NON-GAAP FINANCIAL MEASURES RECONCILIATION, (in thousands, except per share and per order data), Merger, acquisition, restructuring and certain legal costs, Amortization of acquired intangible assets, Weighted-average diluted shares used to compute Non-GAAP loss per share attributable to common stockholders, Non-GAAP loss per diluted share attributable to common stockholders. Last week, three major European grocery delivery start-ups announced lay-offs at their companies in response to the current global economic situation and inflation, after two years of rapid growth and VC investment during the pandemic. "We strongly support Just Eat Takeaway.com's acquisition of Grubhub for three reasons: Growth: Just Eat Takeaway.com increases its addressable market by ~100%, adding to the Company's . (4) Number of couriers based on CRC estimate; food value based on Gross Transaction Value and logistics mix as per JET Q3 2021 trading update; number of cities as per JET June 2021 investor presentation. , . That's the level of dedication behind Just Egg, the hallmark product of Tetrick's $1.2 billion startup Eat Just. , . 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. We could not be, 1 In the form of Just Eat Takeaway.com ADRs. (2) Number of customers as per JET Capital Markets Day presentation dated 21 October 2021; sales represent 3Q21 annualized Gross Transaction Value as per JET Q3 2021 trading update. The definitive proxy statement/prospectus was first mailed to the stockholders of Grubhub on or about May12, 2021, seeking their approval of the respective merger-related proposals. The new company is the market leader in Europe, Canada and Australia, with very strong positions in the most important markets in the United States. Please disable your ad-blocker and refresh. The company also revised down its guidance for 2022, with GTV expected to grow by "mid-single digit year-on-year" it was previously "mid-teens." Jitse Groen, Just Eat Takeaway.com's CEO, said the company expects profitability to "gradually improve throughout the year," reaching positive adjusted EBITDA (earnings before interest, tax, depreciation and amortization) in 2023. Nothing in this announcement should be considered as a profit forecast. The registration statement was declared effective by the SEC on May12, 2021, and includes a proxy statement of Grubhub/prospectus of Just Eat Takeaway.com. Please. In the US alone, same-day delivery has a $2.6 trillion addressable market and has been growing at 79% per year since 2017. We want to hear from you. Forward-looking statements represent Grubhub's and Just Eat Takeaway.com's management's beliefs and assumptions only as of the date of this release, unless otherwise indicated, and there is no implication that the information contained in this release is made subsequent to such date. Just Eat Says Grubhub Sale Still Possible as Shares Slide We define Adjusted EBITDA as net income (loss) adjusted to exclude merger, acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Neither Cat Rock Capital nor any of its directors, officers, employees, advisers or representatives shall have any liability whatsoever (for negligence or misrepresentation or in tort or under contract or otherwise) for any loss howsoever arising from any use of information presented in this announcement or otherwise arising in connection with this announcement. AMSTERDAM, June 15, 2021 /PRNewswire/ -- The Transaction represents Just Eat Takeaway.com's entry into online food delivery in the United States and builds on the strategic rationale for the Company's merger with Just Eat plc. JET should adapt its strategy to the changes that have occurred in the 17 months since announcing the Grubhub deal, which have increased the strategic value of same-day logistics platforms and expanded the addressable market for online food delivery. 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. 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 Grubhubs board of directors on the pending combination with Just Eat Takeaway.com and voted in favor of the transaction, said MattMaloney, Grubhubs founder and chief executive officer. This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). 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. 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 Grubhubs filings with the Securities and Exchange Commission (the SEC), including Grubhubs Annual Report on Form 10-K filed with the SEC on March 1, 2021, Grubhubs Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhubs SEC filings are available electronically on Grubhubs investor website atinvestors.grubhub.comor the SECs website atwww.sec.gov. The Company holds no shares in treasury. The Cat Rock presentation and past releases are available at JustEatMustDeliver.com. 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. No information in this announcement should be construed as recommending or suggesting an investment strategy. About - Grubhub 28, 2018 2:04 PM ET Just Eat plc (JSTTY), JSTLF. The companies said in a presentation that Just Eat . Cat Rock Capital Issues Presentation on Just Eat Takeaway.com 56,521,111 outstanding shares of Grubhub common stock voted at the Grubhub special meeting,and of the shares voted,approximately99.98%were votedin favor of the adoption of the merger agreement between Grubhub and Just Eat Takeaway.com. 3 On a fully diluted basis. Just Eat Takeaway is exploring a sale of Grubhub - CNBC We agree with the Companys intention to participate in US consolidation and favor timely action that refocuses JET on its enormous European same-day delivery opportunity. Just Eat Takeaway.com completed its acquisition of the U.S. food ordering platform for $7.3 billion barely a year ago, pipping Uber and Germany's Delivery Hero to a deal after a heated takeover battle. The new company is the market leader in Europe, Canada and Australia, with very strong positions in the most important markets in the United States. Grubhub's shares traded at $59 per share at market close Wednesday, translating to a $5.4 billion market cap. No representation, assurance or guarantee is made that the occurrence of the events expressed or implied in any forward-looking statement will come to pass, in whole or in part, and none of Just Eat Takeaway.com, Grubhub, BofA Securities, Goldman Sachs International, nor any of the foregoing persons' affiliates or their respective directors, officers, employees, agents and/or advisers accept any responsibility for such forward-looking statements. 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 Grubhubs filings with the Securities and Exchange Commission (the SEC), including Grubhubs Annual Report on Form 10-K filed with the SEC on March 1, 2021, Grubhubs Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhubs SEC filings are available electronically on Grubhubs investor website atinvestors.grubhub.comor the SECs website atwww.sec.gov. It's faced calls from a prominent activist investor to sell Grubhub and refocus on Europe. Also in connection with the proposed merger, on or about May12, 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 FCAs Official List and to trading on the London Stock Exchanges Main Market for listed securities of the shares to be issued in connection with the proposed merger (the Prospectus). Use of Non-GAAP Financial Measures The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its websitewww.justeattakeaway.com. Seeking Alpha's transcripts team is responsible for the development of all of our transcript-related projects. Merrill Lynch International, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting as sponsor exclusively for Just Eat Takeaway.com in connection with the Transaction and for no one else and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to clients of Merrill Lynch International or for providing advice in connection with the Transaction. Combining the companies that. As a result of the Transaction, it is expected that Matt Maloney's appointment to the Just Eat Takeaway.com management board, and the appointments of Lloyd Frink and David Fisher to the Just Eat Takeaway.com supervisory board, will become effective shortly after completion, subject only to receiving from each of them formal confirmation that they accept their respective appointments. GrubHub (GRUB) Investor Presentation - Slideshow - Seeking Alpha Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek N.V. and Slaughter and May are retained as legal advisers to Just Eat Takeaway.com. Grubhub shares jumped 7% during after hours trading on news of the deal, which is expected to close in Q1 2021. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Just Eat (JSTTY) Investor Presentation - Slideshow. Just Eat Takeaway.com N.V. (JET) has entered into an agreement with Grubhub, Inc. (GRUB), GRUB shareholders will be entitled to receive 0.6710 JET shares, in exchange for each GRUB share, representing $75.15 for each, GRUB shareholders are expected to own approximately 30.0% of the Combined Group, Matt Maloney, CEO of GRUB, will join the JET Management Board and oversee combined North American operations, Two current GRUB Directors will join the JET Supervisory Board.
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