Just Eat’s parent company has said it will take steps against Delivery Hero, which it claims has broken a share ownership agreement between the two businesses.
Just Eat Takeaway.com, which was formed in January after the UK delivery giant was merged with its new Dutch owner, said it would take Delivery Hero to the International Chamber of Commerce.
It claims that Delivery Hero has “failed to comply” with an agreement that limits how many shares it could buy in Takeaway.com.
The so-called standstill undertaking tied Delivery Hero to not increase its Takeaway.com shareholding, with some exceptions including to avoid dilution of its stake.
The agreement was signed in April last year after Takeaway bought Delivery Hero’s German business for 930 million euro (£807 million).
In February this year, after Takeaway had won a months-long takeover battle for Just Eat, Delivery Hero said it would buy another 8.4 million shares in February. The firm said that the merger between Takeaway and Just Eat had diluted its share.
The new shares it was buying would simply restore its shareholding to 10.6%, Delivery Hero said at the time.
However, Just Eat Takeaway.com now claims that action broke the agreement.
“Takeaway.com regrets that it now needs to initiate arbitration proceedings with the International Chamber of Commerce to enforce Delivery Hero’s standstill undertaking. It will inform the market about the outcome in due course,” the business said on Monday.
Takeaway.com had to fight hard for its Just Eat bid after Prosus, a Dutch company owned by South Africa’s Naspers, tried to muscle in.
The two went through a months-long bidding war which finally concluded in January when Takeaway’s bid was accepted by Just Eat shareholders.
In October Takeaway asked Delivery Hero to not vote on the proposed merger with Just Eat.
Takeaway said that Delivery Hero had a conflict of interest as its main shareholder is Prosus.
Delivery Hero started selling its shares in Takeaway around that time, something it is allowed to do under the April agreement. However, activist investor Cat Rock criticised the firm for what it saw as an attempt to undermine the Just Eat bid, which would be paid in shares, by devaluing Takeaway’s share price.