Picture: AFP/BEN STANSALL
Picture: AFP/BEN STANSALL

Shareholders of Just Eat, the UK-based online food delivery platform in the middle of a bidding war, must be licking their lips for the moment, which seems increasingly inevitable, when Naspers’s international e-commerce arm Prosus raises its already sweetened £5.1bn (R98bn) hostile takeover offer.

In October, Prosus, which houses Naspers’s assets such as its stakes in China’s Tencent, Russia’s Mail.ru and Germany’s Delivery Hero, gatecrashed an all-share tie-up between Just Eat and its Dutch rival Takeaway.com, which has the backing of Just Eat’s board and some shareholders, with a slightly higher cash bid.

Last week, Prosus, Europe’s biggest tech company, sweetened its offer for Just Eat to 740p, a penny-pinching 5% premium to its opening offer of 710p, valuing the company at £5.1bn and piling pressure on Takeaway.com as the offer is slightly above its proposed all-share merger proposal.

Just Eat’s board took 24 hours to decide that Prosus’s latest bid was not worth entertaining, just as it did with the opening bid in October.  And with Just Eat’s shareholders’ trading patterns — the stock is 7% above Prosus’s latest bid — it is not unreasonable to assume that they are expecting the R1.6-trillion internet empire to dish up more.   

But the next couple of weeks should keep Prosus’s shareholders on the edge of their seats as they see how determined Naspers CEO Bob van Dijk is to clinch this deal, and how much he's willing to ultimately pay for it even as very few of them dispute the industrial and commercial logic of the deal.

With its latest offer, Prosus is willing to cough up 22 times Just Eat’s estimated annual earnings before interest, tax, depreciation and amortisation (ebitda), or the company’s operating profitability.  If Van Dijk can persuade enough — 50% plus 1 share — Just Eat shareholders to back the offer, it would go a long way in burnishing his deal-making credentials.

But as it stands, Just Eat shareholders have a reason to hold out for an even sweeter offering from both Prosus and Takeaway.com.  In fact, Just Eat’s top-10 investor, Cat Rock Capital, reckons the British company is worth about  £6.4bn, or 32 times its estimated ebitda.  

That valuation is more or less in line with what investors are paying for Just Eat’s peers. Takeaway.com, for example, is trading at a roughly similar multiple while US rival GrubHub fetches about 60 times.  

For Prosus, which is sitting on a hefty $6bn war chest and plenty of room to borrow, it would be difficult to justify paying the 50% premium demanded by some Just Eat shareholders. First, Just Eat is facing fierce competition from Uber Eats and Deliveroo, which might soon start an onslaught on rivals if it secures regulatory approval in the UK to have deep-pocketed technology giant Amazon as one of its backers.  

Second, Van Dijk also has to factor in the investment in delivery networks, marketing, product and technology that he has said Just Eat would require to compete and grow.  It’s not clear how much Prosus thinks the company would need, but the fact that Just Eat delivers only 25% of orders that come through its platform suggests the investment would be substantial.

For investors like Cat Rock Capital, which believes Just Eat’s tie-up with Takeaway.com could easily be worth 1,200p by 2020, it is difficult to swallow Prosus’s latest serving. They will be handing over a company with forecast revenue of up to £1.1bn and underlying core earnings, excluding operations in Mexico and Brazil, of as much as £205m, and they could miss out on Cat Rock’s predicted 50% upside on Just Eat's current share price.  

The pressure is on Prosus to come up with the final offer before December 27, failing which the UK’s Takeover Panel will step in to create a formal auction and seek final bids.

That Prosus can outbid Takeaway.com — which is already giving away more than half of the company to Just Eat investors — is not in doubt, but will it be a victory that annoys its shareholders?