| • | | The enhanced scale and leading positions of the combined group provide an opportunity to leverage best practices from Just Eat Takeaway.com and Grubhub and create the broadest possible offering to both restaurant partners and consumers. |
| • | | The combined group will have a founder-led management team with a proven track record of building leading positions in markets of scale. The new management team has 55+ years of combined experience in the sector. |
The Transaction is subject to the approval of Grubhub’s stockholders at the Grubhub Special Meeting, as well as other customary closing conditions. Subject to satisfaction of the conditions, completion of the Transaction is expected to occur by the end of the second quarter of 2021.
To be admitted to the stockholders’ portion of the Grubhub Special Meeting at www.virtualshareholdermeeting.com/GRUB2021SM, Grubhub stockholders must enter the 16-digit control number found on their proxy card or voting instruction form. The Grubhub Special Meeting will be held virtually.
Grubhub stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Grubhub Special Meeting may contact Grubhub’s proxy solicitor:
Innisfree M&A Incorporated
Stockholders May Call Toll-Free: (877) 717-3936
Banks & Brokers May Call Collect: (212) 750-5833
About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as 33 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.
Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain approval by Grubhub stockholders on the expected schedule or at all; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed