Takeover Offer / Target company: Delivery Hero SE; Bidder: Uber Technologies, Inc.
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Uber Technologies, Inc. / Takeover Offer Uber International Technologies II Corporation Publication of the decision to make a voluntary public takeover offer
Bidder: Uber International Technologies II Corporation c/o Uber Technologies Inc., 1725 3rd Street San Francisco, CA 94158-2203 United States of America registered with the Division of Corporations of the Department of State of Delaware
Target: Delivery Hero SE Oranienburger Straße 70 10117 Berlin, Germany registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg ISIN: DE000A2E4K43 On 16 July 2026, Uber International Technologies II Corporation (the Bidder), an indirectly wholly-owned subsidiary of Uber Technologies, Inc. (Uber), decided to make a voluntary public takeover offer to the shareholders of Delivery Hero SE (Delivery Hero) for the acquisition of all no-par value registered shares in Delivery Hero, each representing a notional interest of EUR 1.00 of the share capital of Delivery Hero (ISIN: DE000A2E4K43) (the Delivery Hero Shares), against payment of a cash consideration in the amount of EUR 41.50 per Delivery Hero Share (the Takeover Offer). Today, the Bidder and Uber entered into a business combination agreement with Delivery Hero, which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto. Today, the Bidder and Uber also entered into an agreement with MIH Food Delivery Holdings B.V. (the Shareholder), an indirectly wholly-owned subsidiary of Prosus N.V., pursuant to which the Shareholder has irrevocably undertaken to tender into the Takeover Offer all Delivery Hero Shares currently held by it, as well as any additional Delivery Hero Shares in respect of which it may acquire legal and/or beneficial ownership. As of the date hereof, the Delivery Hero Shares subject to this agreement amount to a total of 51,116,174 Delivery Hero Shares, corresponding to approx. 16.8% of Delivery Hero’s share capital. As of today, the Bidder does not directly hold any Delivery Hero Shares. However, SMB Holding Corporation (SMB Holding), a wholly-owned subsidiary of Uber and a person acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG, directly holds 75,911,043 Delivery Hero Shares, corresponding to approx. 24.99% of Delivery Hero’s share capital. In addition, SMB Holding is party to total return swaps (TRS) relating to Delivery Hero Shares corresponding to a further approx. 11.84% of Delivery Hero’s share capital. The consummation of the Takeover Offer will be subject to a minimum acceptance threshold of 50% of all Delivery Hero Shares, other than the treasury shares held by Delivery Hero, plus one (1) Delivery Hero Share, the receipt of merger control and other regulatory clearances, as well as other customary conditions. The Bidder reserves the right, to the extent permissible by law, to deviate in the final terms and conditions of the Takeover Offer from the conditions and other key parameters described herein. The offer document and further notifications relating to the Takeover Offer will be published on the internet at www.delivering-value.com.
Important Notice: This announcement is neither an offer to purchase nor a solicitation of an offer to sell Delivery Hero Shares. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Delivery Hero Shares are strongly advised to read the offer document and all other documents regarding the Takeover Offer as soon as they are published, as they will contain important information. The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Takeover Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America. Investors and holders of Delivery Hero Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and any exemptions granted by the relevant regulatory authorities, the Takeover Offer will not be made, directly or indirectly, in any jurisdiction in which to do so would constitute a violation of the laws of such jurisdiction. This announcement may not be released or otherwise distributed in whole or in part in any jurisdiction in which the Takeover Offer would be prohibited by applicable law. Any contract entered into with the Bidder as a result of the acceptance of the planned Takeover Offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed in accordance with such laws. The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further Delivery Hero Shares outside the Takeover Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of Delivery Hero Shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction. To the extent this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting jointly with it have made to the best of their knowledge, but do not purport to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with it. These expectations and forward-looking statements could turn out to be incorrect and actual developments may differ materially from forward-looking statements. The Bidder and the persons acting jointly with it assume no obligation to update forward-looking statements in respect of actual developments or events, underlying conditions, assumptions or other factors. San Francisco, 16 July 2026 Uber International Technologies II Corporation End of WpÜG announcement
16.07.2026 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
2362614 16.07.2026 CET/CEST