Analysis · Prosus N.V.
Delivery Hero brings Prosus closer to €2.12 billion, but the timeline remains long.
The two governing bodies of Delivery Hero support Uber's €41.50 offer. For Prosus, this is another step towards exiting a stake that has become incompatible with controlling Just Eat Takeaway.
Courtesy translation of the French original.
Key points
On September 2, Delivery Hero's executive management and supervisory board published their reasoned opinion in favor of Uber's offer. The price of €41.50 is considered fair and appropriate, with two independent financial statements. Prosus has already irrevocably committed to tendering its remaining 51,116,174 shares, representing 16.68% of the share capital. If the transaction is completed, this block represents approximately €2.12 billion in gross proceeds. But this amount is neither collected nor freely available today: the offer must cross an acceptance threshold, obtain authorizations and should not be settled until the second half of 2027.
Why this step focuses first on Prosus
The stake in Delivery Hero was once a central element of Prosus's desired global consolidation in the delivery sector. The acquisition of Just Eat Takeaway changed the logic: the European Commission required a substantial reduction in Delivery Hero's stake to authorize the merger. Prosus chose the controlled and integrated asset, Just Eat Takeaway, rather than maintaining a large minority position in a competitor.
Value creation therefore no longer depends solely on Delivery Hero's future performance. It depends on the holding company's ability to transform a regulatory constraint into reallocable capital, without excessive discount or disproportionate execution risk. Public support from Delivery Hero's governing bodies reduces a source of friction. It does not eliminate closing conditions.
A vote of confidence on the price, not a closing price
Delivery Hero highlights three premiums: 127% compared to the volume-weighted average share price for the three months preceding May 8, 108% compared to the closing price on that date, and 35% compared to the average share price for the three months preceding July 16. These comparisons explain the support shown by its governing bodies. They do not guarantee that the offer will meet all of its conditions.
Uber is demanding at least 50% of the share capital plus one. The group already held 24.77% at the time the document was published, had instruments representing an additional 11.74%, and benefits from Prosus' commitment of 16.68%. Uber thus indicates that it has an economic interest exceeding 53%. This addition strengthens the industrial likelihood of the merger, but the categories are not identical: current ownership, derivatives, and pledged securities do not all confer the same rights before settlement.
Where did the €2.12 billion come from?
The exit has already begun.
Prosus had reduced its position by 26.5% by selling 4.5% to Uber and 5% to Aspex, for total proceeds of approximately €605 million. The commitment on the balance completes the picture: the holding company would exit Delivery Hero entirely and, once the steps have been completed, would have new resources for its general needs.
The wording "general needs" leaves the allocation open. The funds can support capital reduction through buybacks, investments in Just Eat Takeaway, iFood, or other platforms, or even new operations. No specific use of the potential €2.12 billion has been announced. This is the next test for Prosus: the quality of the sale will also be judged by what the holding company does with the product.
From regulatory relief to available capital
What brings the product closer together
Delivery Hero formally supports the offer, two attestations deem the price fair, and Uber says it has already secured an economic interest exceeding the minimum threshold.
What Remains Uncertain
Authorizations are still required, certain preliminary operations must be completed, and settlement is expected in more than a year. The net proceeds and their allocation remain unknown.
What to watch for
- 1Point to watchThe acceptance rate at the close of the period ending November 5, 2026.
- 2Point to monitorAuthorizations and any conditions relating to Delivery Hero's activities.
- 3Point to monitorThe tax and accounting treatment of the balance held by Prosus.
- 4Point to watchThe announced allocation of the proceeds: investments in controlled assets, balance sheet, or share buybacks.
- 5Point to watchThe operational progress of Just Eat Takeaway, the asset selected following this regulatory arbitration.