Takeaway.com N.V. said Monday that it plans to proceed with a 5 billion pound ($5.59 billion) all-share offer for Just Eat PLC.

Amsterdam-listed Takeaway.com TKWY, +0.55%  agreed to merge with its London-listed peer in August via a scheme of arrangement. At that time the deal valued Just Eat JE, +0.30%  at 731 pence a share. However, since then Takeaway’s share price has fallen.

Subsequently, Prosus NV PRX, +0.27% said on Oct. 22 that it had offered to buy Just Eat for 710 pence in cash, but this offer was rejected by Just Eat.

Takeaway.com said Monday that its offer for Just Eat would increase deal certainty. It said the combination offers a future value far superior to both Just Eat and Takeaway.com separately, and to the recent cash offer made by Prosus in particular.

“By implementing the Takeaway.com offer instead of a scheme of arrangement, Takeaway.com will provide Just Eat’s shareholders with increased deal certainty,” it said.

Takeaway has set an acceptance condition to the offer of not less than 75% of the Just Eat shares.

Just Eat acknowledged Takeaway.com’s formal offer and said its board “unanimously recommends” that shareholders accept it.



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