Prosus, the global tech investor behind several major food delivery platforms, is making a move to consolidate Europe’s delivery market. Instead of increasing its 28% stake in Delivery Hero, Prosus has opted to pursue a full acquisition of Just Eat Takeaway (JET). The European Commission is currently reviewing the deal, and on July 18, Prosus formally offered to reduce its stake in Delivery Hero to below 10% to address potential competition concerns.
Antitrust Nod Requires Cutting Ties with Delivery Hero
To appease regulators, Prosus is offering, reportedly, to reduce its stake in Delivery Hero from 29% to below 10% and to removing all its representatives from the board. This clean break is designed to eliminate any possibility of control or influence over Delivery Hero—effectively turning Prosus into a passive investor. For regulators concerned about common ownership dampening rivalry, this structural separation should be good enough. This may be particularly relevant in this case as Delivery Hero was fined for colluding with Glovo by exchanging sensitive information before the two companies formally merged.
Delivery Hero and JET overlap in Europe, but this is the only region where the parties overlap, as JET sold operations in other countries to focus in Europe.
These measures are likely to satisfy the European Commission, which means a phase I approval is likely. And given the lack of overlap elsewhere, securing the green light in Brussels would, for all practical purposes, be equivalent to clearing the deal globally.
Prosus presence either through subsidiaries or non-controlling investment + JET
Why Just Eat? Follow the Profits
At first glance, Delivery Hero looks like the more dominant player, with a global GMV of nearly €49 billion in 2024. But this deal is about Europe—and here, Just Eat is winning.
After divesting from Grubhub and exiting less profitable markets like New Zealand, Just Eat has focused its operations on Europe, the UK, and Ireland. These regions now account for 85% of its GTV—and unlike Delivery Hero’s European segment, they are profitable. In 2024, Just Eat generated an adjusted EBITDA of €313 million and €101 million in free cash flow, even before its planned €150 million investment to accelerate growth in 2025.
Delivery Hero, by contrast, posted a loss of €77 million in its European business in 2024. Its strength lies in Asia and MENA, where margins are healthier and the company dominates.
The table below shows positive growth metrics for both companies, but forecast are that, estimations, while the reality is that JET is bringing profits and cash flow in Europe much fast than Delivery Hero.
Legal Headwinds and Strategic Cleanups
Delivery Hero is facing some regulatory headwinds that could add pressure on future profits. First, it was fined €329 by the European Commission for colluding with its subsidiary Glovo. The good news for Delivery Hero is that it made a legal provision of €400 million for this contingency and now it has €70 extra that will boost the EBIT this year (fun fact: that’s almost exactly what Delivery Hero would have needed last year to break even in Europe, a region where it posted a €77 million loss despite growing revenues).
A second major legal provision relates to the reclassification of workers and associated VAT liabilities. In Spain, Glovo had previously classified its riders as self-employed contractors, but regulatory actions forced the company to reclassify them as employees. Delivery Hero has set aside €492 million to cover potential fines, retroactive social security contributions, and unpaid VAT obligations.
Prosus, looking for a cleaner and quicker path to consolidation, may have opted to steer clear of these complications. Moreover, Just Eat is a smaller and simpler target. Its market capitalization is lower, it’s already profitable, and it doesn’t come with the same volume of unresolved regulatory probes. For a cash-rich buyer like Prosus, it’s the path of least resistance—and fastest return.
UK and Ireland: Profitable and Fierce Competition
Another crucial factor in Prosus’ decision may have been geography. Just Eat holds a strong position in the UK and Ireland—markets that are not only highly profitable but also becoming fiercely contested.
Earlier this year, DoorDash, one of Prosus’ main global competitors, announced its acquisition of Deliveroo. The move significantly intensifies competition in the UK and Ireland, turning these markets into strategic battlegrounds for dominance in Western Europe. By acquiring Just Eat, Prosus ensures it has a powerful local player to compete head-on with the newly enlarged DoorDash-Deliveroo combo.
JustEatTakeaway Results in Europe and UK-Ireland
Strategic Portfolio Play
Prosus is diversifying its food delivery bets. By keeping a minority stake in Delivery Hero, it retains exposure to fast-growing but volatile markets like Asia and MENA. By acquiring Just Eat, it gains full control over a profitable European platform with a healthier balance sheet and no major regulatory liabilities.
