By Paul Sandle
LONDON (Reuters) - Just Eat (L:JE) backed a final all-share offer from Takeaway.com (AS:TKWY) and rejected a rival cash bid from Prosus (AS:PRX) on Friday, saying a tie-up with Takeaway to create one of the leading online food delivery companies was compelling.
Takeaway and Prosus both increased their bids for the British company on Thursday, with Takeaway's all-share offer trumping Prosus' 800 pence-a-share offer, based on its current share price.
"The board of Just Eat continues to believe that the combination with Takeaway.com is based on a compelling strategic rationale that allows shareholders to participate in the upside potential of the enlarged group," the company said, adding that the decision to back Takeaway was unanimous.
Amsterdam-listed Takeaway has received valid acceptances and commitments for its offer from the holders of 46% of Just Eat's equity, putting it within touching distance of the 50% plus one share it needs to beat Prosus.
It sweetened its bid to give Just Eat shareholders about 57.5% of the combined group, implying a 916 pence value for each Just Eat share, based on Takeaway's closing share price of 88.90 euros on Wednesday, the day before it raised its bid.
Takeaway's shares have fallen since, but the 78.5 euro level they were trading at on Friday still puts its bid slightly ahead, with an implied value of 809 pence a share.
Analysts at Barclays (LON:BARC) said Takeaway's shares would need to fall below 77 euros for its implied offer to fall below Prosus.
While the stock could come under some pressure, they said, "reasonably positive" trading comments in its final bid document should be a decent support.
Just Eat's shares followed Takeaway's drift lower on Friday to trade down 1.1% at 802 pence at 1200 GMT.
By making final bids, the two rival Dutch companies avoided taking part in an auction shortly after Christmas.
Just Eat shareholders have until Jan. 10 to accept either offer.
Takeaway's shareholders will vote on the offer on Jan. 9.
Just Eat said the holding company of founder and CEO Jitse Groen, which has a 25% stake, and the company's managing directors had pledged to support the deal.