Delivery Hero sells food delivery operations in Germany to Takeaway.com for cash and shares and reinvests for further growth

The Transaction comprises the Lieferheld, Pizza.de and foodora businesses in Germany

Delivery Hero will become a shareholder in Takeaway.com N.V., receiving an initial share of c. 18% (immediately after issuance of the shares for the equity consideration only)

Delivery Hero to nominate independent member of Takeaway.com N.V.’s supervisory board

Cash proceeds of €508 million to increase Delivery Hero’s cash position

Delivery Hero is reinvesting approximately half of the cash proceeds to drive further growth

Berlin, December 21, 2018 – Yesterday, Delivery Hero S.E. (“Delivery Hero”) signed transaction documentation with Takeaway.com N.V. and one of its affiliates (together, “Takeaway.com”) pursuant to which Delivery Hero will sell its German food delivery businesses Lieferheld, Pizza.de and foodora to Takeaway.com in exchange for cash and an equity stake in Takeaway.com N.V..

Under the Transaction, Delivery Hero will sell the outstanding shares in Delivery Hero Germany GmbH and Foodora GmbH (together, “Delivery Hero Germany”) to Takeaway.com for a total consideration of c. €930 million (“Consideration”) consisting of cash and shares in Takeaway.com N.V.. The Consideration will comprise of €508 million in cash and 9.5 million shares in Takeaway.com N.V. worth c. €422 million[1], representing c. 18% of the total issued and outstanding share capital of Takeaway.com N.V. after the issuance of the equity component to Delivery Hero, but prior to any issuance of shares required to (re)finance all or part of the aforementioned cash component of the Consideration.

The Transaction is subject to approval of the general meeting of Takeaway.com N.V. and anticipated to be completed in the first half of 2019.

Niklas Östberg, CEO of Delivery Hero, commented:

“This transaction delivers a great deal of benefits to the Company and makes us better positioned. We will not only achieve but even exceed our revenue targets for 2019, notwithstanding the deconsolidation of the German business. At the same time we will hold a stake in Takeaway.com and have a significantly better cash position – the latter allowing us to reinvest at attractive returns. We are very excited by the huge opportunity that is growing in front of us, and my sincere thanks go to our German teams for creating such outstanding businesses.”

Jitse Groen, CEO and founder of Takeaway.com, commented:

“Today’s transaction provides Takeaway.com with a stronger proposition for both consumers and partner restaurants in the German market. It also allows Takeaway.com to operate on a significantly larger scale which is essential in building a profitable online food delivery business. Although the transaction almost doubles Takeaway.com’s orders in Germany, there is still ample growth ahead, given that penetration of online food delivery in Germany is amongst the lowest in Europe. We look forward to welcoming Delivery Hero as a shareholder.”

Strategic Rationale:

• Clear benefits for both Delivery Hero and Takeaway.com, as well as for all other stakeholders, including customers, partner restaurants, employees and shareholders
• Enables Delivery Hero to strengthen its global footprint, increase its focus on key growth regions and reinforce Delivery Hero‘s leadership positions
  • The year-on-year orders growth would increase from 46% pre-transaction to 50% post-transaction for the 9 months ending September 30, 2018
  • The year-on-year merchandise value (“GMV”) growth would increase from 38% pre-transaction to 42% post-transaction for the 9 months ending September 30, 2018, with c.80% of the GMV coming from Delivery Hero’s markets where it holds number 1 leadership positions
  • The year-on-year constant currency revenue growth would increase from 66% pre-transaction to 77% post-transaction for the 9 months ending September 30, 2018
• Becoming a shareholder in Takeaway.com N.V. will enable Delivery Hero to benefit further financially from any value creation that Takeaway.com may generate
• Increases available cash from c. €500 million as of September 30, 2018 to c. €1 billion

Transaction Highlights:

• Total Consideration of c. €930 million, consisting of a combination of cash and shares in Takeaway.com N.V. to be issued to Delivery Hero. The consideration will be subject to customary adjustments
• The share component of the Transaction comprises 9.5 million Takeaway.com N.V. shares which is equal to c. 18% of Takeaway.com N.V.‘s total issued and outstanding share capital (after issuance of the equity component to Delivery Hero, but prior to any issuance of shares required to (re)finance all or part of the cash component of the Consideration) and represents €422 million[2] of the total Transaction value
• com has secured €680 million of committed bridge financing which more than covers for the remaining cash portion of the Transaction
• Following completion of the Transaction, Delivery Hero will have the right to submit a binding nomination for the appointment of one independent member to Takeaway.com N.V.’s supervisory board. This right will expire until the date Delivery Hero holds less than 9.99% of the Company’s issued and outstanding share capital
• As part of the Transaction documentation, the parties have agreed to a standstill period of four years following the completion of the Transaction during which Delivery Hero and its subsidiaries, with limited exceptions, shall, in particular, not directly or indirectly in any way effect or cause to effect any increase in its shareholding in Takeaway.com N.V. through any financial instruments or related derivative securities
• As of 1 July 2019 (or any earlier date on which an equity transaction to (re)finance the cash portion of the Transaction is completed), Delivery Hero and its subsidiaries may sell, transfer and otherwise dispose of any Takeaway.com N.V. financial instruments held by it, provided that such disposal is not made to certain restricted parties active in the online food delivery industry
• During the standstill period and up to three years after that period, certain voting restrictions, mainly on mergers and acquisitions related matters and in case of conflict of interest, will apply to Delivery Hero’s shares in Takeaway.com N.V.
• Certain other shareholder restrictions will apply to Delivery Hero during, and for a limited period after, the standstill period

Delivery Hero Germany Operations:

• Active in the German market since 2010, Delivery Hero Germany currently operates through three businesses: marketplaces Lieferheld and Pizza.de, and delivery business foodora
• For the nine months ending September 2018, Delivery Hero’s German business recorded 23 million orders, Gross Merchandise Value (“GMV”) of €462 million and revenues of €76 million, which represents an increase of 13%, 16% and 16% respectively from the previous year

Upgrade to Investment Plan & Guidance:

• The increase in cash position allows Delivery Hero to allocate more capital towards investment opportunities across its segments at attractive returns thereby expanding leadership positions and growth
• As a result, Delivery Hero is announcing an upgrade to its investment plan, with an aim to increase investments with a net adjusted EBITDA impact of negative €250 million over the course of 2019. Delivery Hero expects to generate incremental revenues of €45 million in 2019 and €81 million of incremental recurring revenue per year starting in 2020
• Following this, Delivery Hero expects to achieve revenues between €1,080 million and €1,150 million for 2019 in line with expectations prior to the Transaction (notwithstanding the deconsolidation of Germany) and adjusted EBITDA between negative €270 and €320 million after the additional investments
• The company expects Europe to reach breakeven during the second half of 2019 and MENA to generate €70 million of adjusted EBITDA in 2019 after the additional investments

Next Steps, Conditions and Advisors:

The Transaction is subject to approval of the general meeting of Takeaway.com N.V.. The Extraordinary General Meeting (“EGM”) is expected to take place on 5 March 2019. It is noted that in light of the Transaction, each of Takeaway.com N.V.’s members of the management board have issued an irrevocable undertaking to vote, in their capacity of (indirect) shareholder, in favour of the approval of the Transaction in the EGM.

In connection with this Transaction, Morgan Stanley is acting as exclusive financial advisor to Delivery Hero, and Stibbe N.V. and Sullivan & Cromwell LLP are acting as legal advisors.

The Transaction is anticipated to be completed by the first half of 2019, provided the Resolutions have been adopted by the EGM. To confirm the commitment of Takeaway.com to the Transaction and timeline, it has agreed to a break fee in the amount of €9.3 million, which will become due and payable if specific conditions relating to the Resolutions have not been met on or before 1 June 2019.

Conference call and webcast detail

Niklas Östberg, Emmanuel Thomassin, Ralf Wenzel and Duncan McIntyre will host an analyst and investor conference call to discuss the Transaction at 11:30am CET on December 21, 2018. Members of the investor community can follow the audio webcast on https://webcasts.eqs.com/delivery20181220. An on-demand replay will be available on the corporate website following the presentation.

 

Delivery Hero will provide further details on the Transaction at the time of its full-year results announcement which is currently scheduled for April 25, 2019.

Event	Date
Full-year 2018 Trading Update	06. Feb 19
Annual Report 2018	25. Apr 19
Q1 2019 Quarterly Statement	8. May 19
2019 Annual General Meeting	12. Jun 19
Half-year 2019 Report	04. Sep 19
Q3/9M 2019 Quarterly Statement	07. Nov 19

 

About Delivery Hero:

Delivery Hero is one of the leading global online food ordering and delivery marketplace with number one market positions in terms of restaurants, active users and orders in more countries than any of its competitors and online and mobile platforms across 41 countries in Europe, the Middle East & North Africa (MENA), Latin America and the Asia-Pacific region and more than 4,000 cities worldwide. Delivery Hero also operates its own delivery service in c.200 cities around the world. The Company is headquartered in Berlin and has over 21,000 employees.

For more information, please visit dhcorporatedev.wpengine.com

WKN: A2E4K4; ISIN: DE000A2E4K43.

About Takeaway.com:

Takeaway.com is the leading online food delivery marketplace in Continental Europe, Israel and Vietnam. The Company is focused on connecting consumers and restaurants through its platform. With nearly 36,500 connected restaurants, Takeaway.com offers consumers a wide variety of food choice. The Group mainly collaborates with delivery restaurants. In addition, Takeaway.com also provides restaurant delivery services in 38 European cities in ten countries for restaurants that do not deliver themselves.

Founded in 2000, the Group has rapidly grown to become the leading online food delivery marketplace of Continental Europe with operations in the Netherlands, Germany, Poland, Belgium, Austria, Switzerland, Luxembourg, Portugal, Bulgaria, and Romania. In the twelve months ended 30

June 2018, Takeaway.com processed more than 78 million orders from 12.6 million unique consumers.

With over 1,000 employees, the Group processed orders worth €1.5 billion and generated revenue of nearly €200 million in the twelve months ended 30 June 2018. Takeaway.com is listed on Euronext Amsterdam (AMS: TKWY).

Definitions:

• Gross Merchandise Value (GMV) is the total value of orders (including VAT) transmitted to restaurants
• Revenues are total segment revenues prior to IFRS 15 and any adjustments for discounts
• Constant Currency provides an indication of the business performance by removing the impact of foreign exchange rate movements
• Revenue guidance for 2018 is not excluding the German operation but is excluding divestments of foodora (Australia, France, Italy and Netherlands) for the entire year of 2018:
  • In 2018, foodora (Australia, France, Italy and Netherlands) revenues were €4 million in Q1, €7.1 million in Q2 and €3.9 million in Q3

Investor Relations Enquiries: Duncan McIntyre SVP Corporate Finance & Head of Investor Relations moc.orehyrevilednull@ri

Media Enquiries: Bodo v. Braunmühl Head of Corporate Communications moc.orehyrevilednull@sserp

Disclaimer:

The presentation contains forward looking statements, other estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE (“Forward-looking Statements”). These Forward-looking Statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-looking Statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding Delivery Hero SE’s intentions, beliefs or current expectations concerning, among other things, Delivery Hero SE’s prospects, growth, strategies, the industry in which it operates and potential or ongoing acquisitions. By their nature, Forward-looking Statements involve significant risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Similarly, past performance should not be taken as an indication of future results, and nor representation or warranty, express or implied, is made regarding future performance. The development of Delivery Hero SE’s prospects, growth, strategies, the industry in which it operates, and the effect of acquisitions on Delivery Hero SE may differ materially from those made in or suggested by the Forward-looking Statements contained in this presentation or past performance. In addition, even if the development of Delivery Hero SE’s prospects, growth, strategies and the industry in which it operates are consistent with the Forward-looking Statements contained in this presentation or past performance, those developments may not be indicative of Delivery Hero SE’s results, liquidity or financial position or of results or developments in subsequent periods not covered by this presentation. Any Forward-Looking Statements only speak as at the date of this press release is provided to the recipient and it is up to the recipient to make its own assessment of the validity of any Forward-looking Statements and assumptions. No liability whatsoever is accepted by Delivery Hero SE in respect of the achievement of such Forward-looking Statements and assumptions.

[1] Based on €44.40 per share equivalent to the last 10 day VWAP as of December 19, 2018

[2] Based on €44.40 per share equivalent to the last 10 day VWAP as of December 19, 2018