CHICAGO, June 10, 2021 / PRNewswire / – Grubhub Inc. (NYSE: GRUB) (“Grubhub”), a leading online and mobile food ordering and delivery marketplace, today announced that its shareholders have overwhelmingly approved the proposals necessary to complete the proposed acquisition by Just Eat Takeaway.com NV (“Just Eat Takeaway .com”) from 100% of the shares of Grubhub in an all-share transaction (the “Transaction”) to create one of the world’s largest delivery companies. online food in the world, measured by the gross value of goods and income.
56,521,111 outstanding common shares of Grubhub were voted on at the extraordinary meeting of Grubhub, and of the shares voted on, approximately 99.98% were voted in favor of adopting the merger agreement between Grubhub and Just Eat Takeaway.com. The final voting results will be publicly filed with the Securities and Exchange Commission on a Form 8-K.
“We are delighted that Grubhub shareholders have overwhelmingly supported the recommendation of the Grubhub Board of Directors on the ongoing merger with Just Eat Takeaway.com and voted in favor of the transaction,” said Matt Maloney, Founder and CEO of Grubhub. “We thank our shareholders for their continued support and look forward to working with Just Eat Takeaway.com to complete this transaction.”
Subject to the satisfaction of the remaining customary closing conditions, the completion of the Transaction should take place on June 15, 2021.
Grubhub (NYSE: GRUB) is a leading online and mobile food ordering and delivery marketplace with the largest and most comprehensive network of partner restaurants, and 33 million active diners. Dedicated to connecting diners with the food they love at their favorite local restaurants, Grubhub elevates food ordering with innovative catering technology, easy-to-use platforms and an enhanced delivery experience. Grubhub has more than 300,000 restaurants and is proud to partner with more than 280,000 of these restaurants in more than 4,000 US cities. The Grubhub brand portfolio includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or the expectations, beliefs, intentions, objectives, strategies, plans and future prospects of their respective management, which, in the case of Grubhub, are based on the provisions safe harbor of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial, known and unknown risks, uncertainties, assumptions and other factors that may cause results, performance or performance. or actual achievements differ materially from future results or implied by such forward-looking statements, including, but not limited to, the occurrence of any event, change or other circumstance that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; difficulties and delays in integrating the activities of Grubhub and Just Eat Takeaway.com; the risks that the proposed merger will disrupt the current plans and operations of Grubhub or Just Eat Takeaway.com; not fully realizing the anticipated synergies, cost savings and other anticipated benefits of the proposed merger when they are expected or not at all; potential adverse reactions or changes in business relationships resulting from the announcement or completion of the proposed merger; the risk that unforeseen costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; distraction of management’s attention from ongoing business operations; uncertainty as to the value of Just Eat Takeaway.com common shares to be issued as part of the proposed merger; uncertainty as to the long-term value of the common shares of the combined company as a result of the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be brought against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future acquisitions or disposals of companies; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances which may be beyond the control of Grubhub and Just Eat Takeaway.com. These and other risks, uncertainties, assumptions and other factors may be magnified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic affects the business, operations and financial results of Grubhub and Just Eat Takeaway.com, including the duration and magnitude of these effects, will depend on many factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, steps taken to contain the virus or address its impact, and how quickly and to what extent normal economic and operational conditions can resume. Forward-looking statements generally relate to future events or the future financial or operational performance of Grubhub and Just Eat Takeaway.com 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. the activity and operations of .com. In some cases, you can identify forward-looking statements because they contain words such as “anticipates”, “believes”, “considers”, “could”, “research”, “believes”, “intention”, “may” , “” Plans “,” potential “,” predicted “,” projects “,” should “,” will “,” would “or similar expressions and the negative aspects of these terms.
While forward-looking statements are Grubhub and Just Eat Takeaway.com’s current expectations at the time they are made, you should not rely on them. Forward-looking statements represent the opinions and assumptions of the management of Grubhub and Just Eat Takeaway.com only as of the date of this communication, unless otherwise stated, and there is no implication that the information contained in this communication is subsequent to this. dated. For more information on the factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, please refer to the caveats and risk factors included in the documents filed by Grubhub. with the Securities and Exchange Commission “), including Grubhub’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, Grubhub Quarterly Reports on Form 10-Q and any other disclosures made by Grubhub in Current Reports on Form 8-K. Grubhub’s SEC filings are available electronically on the Grubhub Investor website at Investors.grubhub.com or on the SEC website at www.sec.gov. For more information on factors that may cause future results to differ from those expressed or implied in the forward-looking statements, please refer to the non-exhaustive list of key risks and caveats of Just Eat Takeaway.com included in the annual report of Just Eat Takeaway.com. Report, which is available electronically on the Just Eat Takeaway.com investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update such forward-looking statements or this communication, or to update, supplement or correct any information contained in this communication or the reasons for that actual results could differ materially from those anticipated in forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the caveats mentioned above.
Additional information and where to find it
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 under the proposed merger. The registration statement was declared effective by the SEC on May 12, 2021 and includes a power of attorney from Grubhub / prospectus from Just Eat Takeaway.com. The proxy circular / final prospectus was first sent to Grubhub shareholders on or about May 12, 2021, to seek their approval of the respective merger proposals. Also in connection with the proposed merger, on or around May 12, 2021, Just Eat Takeaway.com filed with the Dutch Securities and Markets Authority (“AFM”) and the UK Financial Conduct Authority (“FCA”) a prospectus for listing and admission to trading on Euronext Amsterdam and admission to listing on the official FCA list and for trading on the main market of the London Stock Exchange for securities listed in shares at issue in connection with the proposed merger (the “Prospectus”).
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE ENTRY STATEMENT ON FORM F-4 AND THE RELATED PROXY / PROSPECTUS STATEMENT INCLUDED IN THE ENTRY STATEMENT ON FORM F-4, THE PROSPECTUS, AND ALL CHANGES OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AFM AND / OR FCA IN THE CONTEXT OF THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GRUHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.
Investors and security holders may obtain copies of these and any other documents filed or provided to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub on its website, investors.grubhub.com, or from Just Eat Takeaway.com on its website www.justeattakeaway.com. The Prospectus, as well as any supplement to it, will be made available on the website of Just Eat Takeaway.com on its website. www.justeattakeaway.com.
No offer or solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended and applicable. UK, Dutch and other European regulations.
SOURCE Grubhub Inc.