Just Eat Takeaway.com N.V. (ENXTAM:TKWY) (TKWY) entered into a definitive agreement to acquire Grubhub Inc. (NYSE:GRUB) for $7.3 billion on June 10, 2020. Under terms of the transaction, Grubhub shareholders will be entitled to receive American Depositary Receipts (ADR's) representing 0.6710 TKWY ordinary shares in exchange for each Grubhub share. After completion, Grubhub shareholders are expected to own ADR's representing approximately 30% of the combined group (on a fully diluted basis). If TKWY or Grubhub terminates the agreement in order to accept an alternative acquisition proposal that constitutes a superior proposal or if the Board of one party changes its recommendation of the transaction, TKWY or Grubhub, as applicable, will be required to pay the other party a termination fee of $144 million. On completion, Matt Maloney, Chief Executive Officer and Founder of Grubhub, will join the Management Board of TKWY and will lead the combined group's businesses across North America including Canada. Also two current Grubhub Directors will join TKWY's Supervisory Board. The Extraordinary General Meeting (EGM) of Just Eat Takeaway.com held on October 7, 2020 approved the appointment of Matthew Maloney as a member of the Management Board and the appointments of Lloyd Frink and David Fisher as members of the Supervisory Board, effective as of closing. The combined group will be headquartered and domiciled in Amsterdam with its North American headquarters in Chicago and a significant presence in the U.K. Grubhub will continue to be headquartered in Chicago.

The transaction is subject to customary completion conditions including approval of holders of a majority of all of the outstanding shares of both TKWY and Grubhub, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Act, obtaining clearance from the United Kingdom Competition and Markets Authority and obtaining approval from the Committee on Foreign Investment in the United States. The transaction is also subject to absence of any order prohibiting the transaction, the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the merger agreement, the absence of any material adverse effect on TKWY or Grubhub since the date of the merger agreement, approval for listing of the Just Eat Takeaway.com ADRs to be issued on the New York Stock Exchange or Nasdaq Global Select Market and effectiveness of the registration statement by Form F-4 and Form F-6 under the Securities Act, and the Form 8-A. The EGM of shareholders of TKWY will be held on October 7, 2020 to approve the transaction. The Managing Board and Supervisory Board of TKWY and the Board of Directors of Grubhub have approved the transaction and recommended the transaction to their respective shareholders. Each member of the Management Board of TKWY intends to vote in favor of the resolutions in respect of their own beneficial holdings representing approximately 10.6% of TKWY's issued share capital. Jitse Groen (Chief Executive Officer of TKWY) has also entered into the voting and support agreement, pursuant to which he has committed to vote in favor of certain resolutions in respect of his (indirect) holding of approximately 10.3% of TKWY's total issued share capital. The registration statement was declared effective by the SEC on May 12, 2021. On July 2, 2020, the United Kingdom Competition and Markets Authority (CMA) indicated in a response to a briefing paper submitted by JET in relation to the proposed transaction between Grubhub and JET that it had no further questions. As of July 7, 2020, Federal Trade Commission granted the early termination notice. As of September 4, 2020, Committee on Foreign Investment in the United States has approved the transaction. The transaction was approved at the EGM of Just Eat Takeaway.com on October 7, 2020. The transaction has received all the required regulatory clearances. On June 10, 2021, the shareholders of Grubhub approved the transaction. The transaction is expected to be completed in the first quarter of 2021. As of August 10, 2020, the transaction is expected to close in the first half of 2021. On September 4, 2020, Just Eat Takeaway and Grubhub announced the entry into an amendment to the merger agreement to extend the long stop date under the merger agreement from June 10, 2021 to December 31, 2021. As of June 10, 2021, the transaction expected to complete the transaction on June 15, 2021.

Klaas de Vries, Reinier Kleipool and Henk van Ravenhorst of De Brauw Blackstone Westbroek N.V., G.J. Ligelis, D. Scott Bennett, Alyssa K. Caples, Stephen L. Gordon, Christine A. Varney, Jesse M. Weiss, Eric W. Hilfers, David J. Kappos, Matthew Morreale, Joyce Law, Laurel R. Berkowitz of Cravath, Swaine & Moore LLP and Paul Dickson, Andrew Jolly, Lisa Wright of Slaughter and May acted as the legal advisors to TKWY. Laura A. Sullivan and Daniel Wolf of Kirkland & Ellis LLP; Wilson Sonsini Goodrich & Rosati, P.C. and Stefan Wissing, Paul van der Bijl, Petra Zijp, Chris Warner and Nina Kielman of NautaDutilh N.V. acted as the legal advisors to Grubhub. Zaheed Kajani, Naveen Nataraj and Bill Anderson of Evercore Group and Blair Effron, David Hess and Tyler Brooke of Centerview Partners LLC acted as the financial advisors to Grubhub Inc. Clif Marriott, Barry O'Brien, Nick Harper and Duncan Stewart of Goldman Sachs International and Ference Lamp, Peter Luck, Ric Spencer and Kieran Millar of Bank of America Merrill Lynch International DAC, Amsterdam Branch acted as the financial advisors to TKWY. Evercore Group also acted as fairness opinion provider for the board of Grubhub. Equiniti Limited acted as registrar for TKWY. Stephen M. Kotran of Sullivan & Cromwell LLP acted as a legal advisor to Evercore Group L.L.C. Innisfree M&A Incorporated acted as the proxy solicitor to Grubhub and will pay Innisfree a fee of approximately $0.03 million. American Stock Transfer & Trust Company, LLC acted as the transfer agent to Grubhub. Grubhub will pay Evercore approximately $46 million, of which $0.25 million was paid as a retainer fee upon execution of Evercore's engagement letter with Grubhub, $3 million was paid upon delivery of Evercore's opinion and the balance of which will be payable contingent upon the consummation of the transaction.

Just Eat Takeaway.com N.V. (ENXTAM:TKWY) (TKWY) completed the acquisition of Grubhub Inc. (NYSE:GRUB) on June 15, 2020. As a result of transaction, Grubhub Stockholders have received New Just Eat Takeaway.com ADSs representing approximately 30% of the issued share capital. Grubhub common stock, which traded under the ticker symbol "GRUB" on the NYSE, have been suspended following the close of trading on June 14, 2021. The New Just Eat Takeaway.com ADSsare expected to begin trading on Nasdaq under the ticker symbol "GRUB" on June 15, 2021.