Just Eat and Takeaway.com reveal terms for possible merger: The board of Just Eat and the management board of Takeaway.com have reached an agreement in principle on the key terms of a possible all-share combination of Just Eat and Takeaway.com to create Just Eat Takeaway.com NV. A statement said: “The merger would create one of the largest online food delivery companies in the world, with scale, strategic vision, industry leading capabilities, leading positions in attractive markets and a diversified geographic presence. The possible combination has compelling strategic logic and represents an attractive opportunity for both companies to build on the strong individual platforms of Just Eat and Takeaway.com with the potential to deliver substantial benefits to respective shareholders, customers, employees and other stakeholders.” Under the proposed terms, Just Eat shareholders would be entitled to receive 0.09744 Takeaway.com shares in exchange for each Just Eat share. Immediately following completion of the merger, Just Eat shareholders would own approximately 52.2% and Takeaway.com shareholders would own approximately 47.8% of the share capital of the combined group. The proposed terms imply a value for Just Eat of 731p per share based on Takeaway.com’s closing share price on 26 July 2019 of €83.55. This value represents a premium of 15% to Just Eat’s closing share price on 26 July 2019. Upon completion of the possible combination, it is intended that Mike Evans, currently the chairman of Just Eat, will assume the role of chairman of the supervisory board of the combined group. Adriaan Nühn, currently chairman of the Takeaway.com supervisory board, will assume the role of vice-chairman of the supervisory board of the combined group. It is also intended that, upon completion of the possible combination, Jitse Groen, currently chief executive of Takeaway.com, will assume the role of chief executive  of the combined group. Paul Harrison, currently chief financial officer  of Just Eat will assume the role of chief financial officer  of the combined group. Brent Wissink, currently chief financial officer of Takeaway.com, and Jörg Gerbig, currently chief operating officer of Takeaway.com, will assume the role of co-chief operating officers of the combined group. Upon completion of the merger, Takeaway.com intends that the combined group will be incorporated, headquartered and domiciled in Amsterdam, the Netherlands with a premium listing on the London Stock Exchange and will maintain a significant part of its operations in the United Kingdom. Compelling strategic rationale The board of Just Eat and the management board of Takeaway.com believe that the possible combination is a highly compelling opportunity to create a combined business that will benefit from: Creating one of the world’s largest online food delivery platforms with 360 million orders worth €7.3 billion in 2018; a strong founder led management team with 40 years of combined experience in the sector; strong leadership positions in many of the world’s largest food delivery markets, including the United Kingdom, Germany, the Netherlands and Canada; a platform built around two of the world’s largest profit pools in food delivery, the UK and the Netherlands. A statement added: “Discussions regarding the other terms of the Possible Combination remain ongoing and are at an advanced stage. An announcement of a firm intention to make an offer on a recommended basis by Takeaway.com under Rule 2.7 of the Code remains conditional on, inter alia, agreement on the full terms and conditions of the possible combination, final approval of the board of Just Eat and the management and supervisory boards of Takeaway.com, and the unanimous and unconditional recommendation of the possible combination by the board of Just Eat and the management board and supervisory board of Takeaway.com.”

Marston’s adds two non-executive directors: Marston’s has added two non-executive director to the board. Meanwhile, and as mentioned in last year’s Annual Report, Robin Rowland will step down from the board as a non-executive director with effect from the end of July. Bridget Lea and Octavia Morley will join the board as independent non-executive directors with effect from 1 September 2019 and 1 January 2020 respectively. The company stated: “Bridget is managing director (North) at J Sainsbury PLC and has had a distinguished career working across multiple leading retail brands. Starting at Marks & Spencer in 1994, she went on to hold senior positions – spanning a wide range of disciplines including sales, operations, marketing, supply chain and digital – within retail corporates such as at Body Shop International Ltd, Clarks Shoes Ltd, Uniqlo Europe Ltd, Oasis Stores PLC, Arcadia Group Ltd and Telefonica UK Ltd/O2. Most recently, she was director of stores, online and omnichannel at O2 where she led the re-engineering of the store experience, development of an industry-leading digital experience and the omnichannel transformation. In addition, Bridget has been a member of the board of governors at Manchester University since 2018. Octavia has extensive experience in executive and non-executive roles in retail and multisite companies having held various senior operational and strategic roles across all areas of retail at companies including Asda Stores Limited, Laura Ashley Holdings PLC and Woolworths plc. Octavia became chief executive officer, and then chair, at LighterLife UK Limited. She was subsequently appointed managing director at Crew Clothing Co Ltd and then went on to become chief executive at OKA Direct Limited. Octavia is currently executive chair of Spicers-Office Team Group Ltd. She is also senior independent director at Card Factory PLC and a non-executive director of Crest Nicholson Holdings PLC and Ascensos Ltd; she is a former non-executive director of John Menzies PLC. Robin Rowland will step down from the board as a non-executive director of Marston’s with effect from 31 July 2019. The Board would like to thank him formally for his contribution during his nine year tenure with the group.”