A top-10 shareholder in Just Eat said on Tuesday it would vote against the British food delivery company's proposed £9 billion (€9.8 billion) merger with Takeaway.com, saying the deal undervalued Just Eat.
Eminence Capital, a U.S. asset management firm which owns 4.4% of Just Eat, said the merger had a sound strategic rationale but the financial terms of the deal were “grossly inadequate to Just Eat shareholders”.
Last month Amsterdam-based Takeaway.com and rival Just Eat finalised the terms of a deal, first outlined in July, to create a global food delivery company to rival Uber Eats as the largest outside China.
The group, to be called Just Eat Takeaway.com, would be a market leader in Britain, Germany, the Netherlands and Canada.
The deal would see Just Eat shareholders receive 0.09744 new Takeaway.com shares for each of their shares. When it was announced on 5 August it valued Just Eat at around £4.7 billion (€5.1 billion).
However, as of Monday's closing prices, Just Eat's market capitalisation was £5.33 billion (€5.8 million).
“It is clear to us that (Takeaway.com's) offer of a 15% premium to (Just Eat's) closing price on July 26 is highly opportunistic,” said Ricky Sandler, chief executive and chief investment officer of Eminence.
“The proposed financial terms are far too favourable to (Takeaway.com) shareholders and far too unfavourable to (Just Eat) shareholders. Accordingly, we intend to vote against this arrangement,” he said.
The merger deal, which is being carried out through a so-called scheme of the arrangement, requires the support of 75% of Just Eat shareholders to go through.
Just Eat had no immediate comment.
Last month Aberdeen Standard Investments, Just Eat's sixth-biggest investor with a 5.1% stake according to Refinitiv data, also said the deal did not value the British company highly enough and it expected an improved offer to emerge.
At 0835 GMT, Just Eat shares were down 1.1% at 767.3 pence.