Amsterdam-based Takeaway.com (TKWY.AS) said that 80.4% of Just Eat shareholders had agreed to the all-share offer, well above the 50% threshold needed to make the offer unconditional.
“I am thrilled,” said Takeaway.com CEO Jitse Groen on Friday, calling the tie-up a “dream combination”.
Groen will become CEO of the combined company.
“I am very much looking forward to leading the company for many years to come,” he said in a statement.
Prosus, which is owned by South Africa’s Naspers, had gatecrashed the Takeaway.com bid with a hostile takeover attempt.
It continually pressed ahead with an all-cash offer, even as Just Eat’s board unanimously recommended that shareholders accept the bid from Takeaway.com.
In recent months, both Prosus and Takeaway.com had been trading increasingly acrimonious barbs about their respective bids.
Last month, Takeaway.com accused Prosus of making “unfounded claims” about the potential tie-up between the two food delivery firms.
Prosus had claimed that the Takeaway.com offer would be “highly value destructive” and that the all-cash acquisition by Prosus would create better value for shareholders.
It said that Takeaway.com was underestimating “the level of investment required in a sector that is changing rapidly”, suggesting that Just Eat would be better poised to compete under its control.
Prosus on 19 December made a final offer for Just Eat, valuing the company at around £5.5bn.
Just minutes later, Takeaway.com upped the value of its own bid by reducing the share of the merged company that its own shareholders would receive.
Takeaway.com’s theory for the acquisition was that it creating a combined firm would help it become the dominant food delivery platform outside of the US, and allow it to better compete in the low-margin business.
It had pointed out that, while Prosus owns stakes in some food delivery firms, it does not actually operate a single one.
The company said that the tie-up will result in annual cost-savings of around €20m (£17m), largely due to platform centralisation, better procurement, and the unification of branding.
In its 2018 financial year, Takeaway.com said, the combined company would have had revenue of €1.21bn (£1.03bn), but would have made a loss of some €43m.
It nevertheless would have experienced stellar growth in 2019, it said.