News Archive - Page 17 of 45

Grubhub Stockholders Approve Transaction with Just Eat Takeaway.com

CHICAGO, June 10, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB) (“Grubhub”), a leading online and mobile food-ordering and delivery marketplace, today announced that its stockholders overwhelmingly approved the proposals necessary to complete the proposed acquisition by Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”) of 100% of the shares of Grubhub in an all-stock transaction (the “Transaction”) to create one of the world’s largest online food delivery companies, measured by Gross Merchandise Value and revenue.

56,521,111 outstanding shares of Grubhub common stock voted at the Grubhub special meeting, and of the shares voted, approximately 99.98% were voted in favor of the adoption of the merger agreement between Grubhub and Just Eat Takeaway.com. The final voting results will be publicly filed with the Securities and Exchange Commission on a Form 8-K.

“We are pleased that Grubhub stockholders overwhelmingly supported the recommendation of Grubhub’s board of directors on the pending combination with Just Eat Takeaway.com and voted in favor of the transaction,” said Matt Maloney, Grubhub’s founder and chief executive officer. “We thank our stockholders for their continued support and look forward to working with Just Eat Takeaway.com to complete this transaction.”

Subject to satisfaction of remaining customary closing conditions, completion of the Transaction is expected to occur on June 15, 2021.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as 33 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 280,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub’s and Just Eat Takeaway.com’s control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

While forward-looking statements are Grubhub’s and Just Eat Takeaway.com’s current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Grubhub’s and Just Eat Takeaway.com’s management’s beliefs and assumptions only as of the date of this communication, unless otherwise indicated, and there is no implication that the information contained in this communication is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Grubhub’s filings with the Securities and Exchange Commission (the “SEC”), including Grubhub’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, Grubhub’s Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhub’s SEC filings are available electronically on Grubhub’s investor website at investors.grubhub.com or the SEC’s website at www.sec.gov. For additional information concerning factors that could cause future results to differ from those expressed or implied in the forward-looking statements, please refer to Just Eat Takeaway.com’s non-exhaustive list of key risks and cautionary statements included in Just Eat Takeaway.com’s Annual Report, which is available electronically on Just Eat Takeaway.com’s investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this communication, or to update, supplement or correct the information set forth in this communication or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement was declared effective by the SEC on May 12, 2021, and includes a proxy statement of Grubhub/prospectus of Just Eat Takeaway.com. The definitive proxy statement/prospectus was first mailed to the stockholders of Grubhub on or about May 12, 2021, seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, on or about May 12, 2021, Just Eat Takeaway.com filed with the Netherlands Authority for the Financial Markets (“AFM”) and the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with the proposed merger (the “Prospectus”).

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub at its website, investors.grubhub.com, or from Just Eat Takeaway.com at its website www.justeattakeaway.com. The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its website www.justeattakeaway.com.

No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

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Grubhub Launches “We Serve Restaurants” as Restaurants Reopen Their Doors and Evolve Post-Pandemic

New initiative reignites Grubhub’s long-standing commitment to restaurants, launches with national marketing campaign and builds upon recent product updates and partnerships to help rebuild the industry

CHICAGO, June 10, 2021 /PRNewswire/ — Grubhub today unveiled the company’s latest initiative, “We Serve Restaurants,” a reaffirmation of our commitment to restaurants and support of the industry. Built out of in-depth research with restaurateurs and diners, this initiative marks a return to Grubhub’s roots, helping restaurants build business by leveraging digital tools to enhance diner relationships and drive demand.

“Since my early days knocking on restaurant doors in Chicago more than 15 years ago, Grubhub’s sole focus has been helping restaurants grow. Restaurants were, and always have been, vital to our every day, and now their recovery is crucial,” said Matt Maloney, founder and CEO of Grubhub. “As communities reopen and we enter this next chapter, we’re dedicated to helping restaurants do what they love while successfully building their business.”

“We Serve Restaurants” builds on recent product updates and partnerships, launching with a 360-degree marketing campaign. As its centerpiece, the campaign features a “love letter” to restaurants, a national television spot highlighting the true labor of love that goes into every order. Filmed in pizzerias, burger joints, and white tablecloth fine dining restaurants, the content focuses on the mouth-watering dishes diners know and love, and the care from restaurateurs behind-the-scenes that make them special. In addition to the television spot, the campaign will be brought to life across other channels including social media and out-of-home across the country.

“We Serve Restaurants” was created out of Grubhub’s commitment to put restaurants and their needs first. In conversations and surveys with owners of small- and mid-sized restaurants and diners who use food delivery, we heard eagerness to know more about how Grubhub plans to help the restaurant industry flourish. In response, Grubhub is demonstrating to small and independent restaurants that they are the company’s priority.

In addition to the national marketing campaign, “We Serve Restaurants” encompasses restaurant-focused partnerships and product offerings, including the recently-launched Grubhub Direct, a platform to help independent restaurants better compete online through commission-free ordering and access to customer data, and the Restaurant Stronger grant program with Restaurant Strong Fund. In the weeks to come, Grubhub will announce additional product updates that prioritize the important restaurant-diner relationship.

“We Serve Restaurants” was filmed by Academy Award-nominated American filmmaker and Emmy Award-winning commercial director Henry-Alex Rubin and developed in partnership with 72andSunny and APCO Worldwide. To view the television spots, visit the Grubhub YouTube page. Restaurants interested in learning more about Grubhub Direct, visit https://get.grubhub.com/grubhub-direct.

Grubhub And Restaurant Strong Fund Program Gives $2 Million To Help Restaurants Reopen

Independent restaurants in more than a dozen cities across the country can apply for a $5,000 Restaurant Stronger grant

CHICAGO and BOSTON, May 25, 2021 /PRNewswire/ — Today, Grubhub, a leading food-ordering and delivery marketplace, and The Greg Hill Foundation’s Restaurant Strong Fund announced the latest phase in their commitment to supporting restaurants: the Restaurant Stronger program, a new initiative to provide $5,000 grants to eligible independent restaurants. As the industry faces new challenges post-pandemic, the Restaurant Stronger grants will help restaurants fully reopen their doors, including staff hiring and training, COVID-related requirements, and inventory purchasing.

“Over the last 14 months, the support that Grubhub has given to the restaurant community has been extraordinary,” said Greg Hill, Founder of The Greg Hill Foundation. “They have ensured that the Restaurant Strong Fund was able to provide millions of dollars in grants to restaurants and their employees to help them survive. This next step will help the industry with what is hopefully a final step toward getting back to their normal.”

The Restaurant Stronger Grant program will be supported with a $2 million donation recommended from the Grubhub Community Relief Fund (GCRF), a donor-advised fund created by Grubhub to support charitable organizations helping restaurants, drivers and those in need impacted by COVID-19. This second phase of the program follows the Winterization Grants launched late last year from a $2 million donation that funded grants to nearly 200 independent restaurants. Upon being awarded one of the Winterization Grants, the team at S&G Restaurant in Chicago said, “This allowed us to keep the current employees we brought back on this summer and to give them an opportunity to earn a little during the holidays. I cannot tell you how opportune this grant was.”

“As we start to see the country open up after more than a year of uncertainty, we’re focused on supporting our restaurant partners as they are welcomed back into their communities in full,” said Kevin Kearns, senior vice president of restaurants at Grubhub. “However, we know that reopening comes with its own expenses, so it’s important for us to come together with the Restaurant Strong Fund again to help lift up the industry in this next, and hopefully final, phase of returning to our new normal post-pandemic.”

Starting May 25 through June 5, the Restaurant Strong Fund will accept grant applications from all restaurants with five or fewer locations in Atlanta, the San Francisco Bay Area (San Francisco, Oakland, Berkeley), Boston, Chicago, Las Vegas, the Los Angeles area (Los Angeles, Anaheim, Long Beach), New York City, Philadelphia, Portland, Sacramento, San Diego, Seattle, and Washington, D.C. The application period will close on June 5 and grants will be fully distributed to restaurants by June 11. Interested restaurants can learn more about the Restaurant Stronger Grant program and the full application process at https://www.restaurantstrong.org/restaurantstronger.

About The Greg Hill Foundation’s Restaurant Strong Fund
The Greg Hill Foundation responds to the immediate needs of families that have been touched by tragedy. Since its inception in 2010, the foundation has provided over $11,000,000 in grants to families and individuals in need. With more than 1 million restaurants in the U.S. employing over 15 million people nationwide, the foundation created the Restaurant Strong Fund to be able to assist restaurant owners and employees who have been impacted by Covid-19.

Grubhub Unveils Grubhub Direct, a Commission-Free Platform to Help Restaurants Reach Loyal Diners and Build their Brands Online

Independent restaurants can now use Grubhub technology for their own standalone personalized and branded ordering websites to take commission-free orders, market to their diners and control their customer data

CHICAGO, May 12, 2021 /PRNewswire/ — Grubhub today announced Grubhub Direct, a platform to help independent restaurants better compete online through commission-free online ordering and access to their customer data. With nearly 10 years building branded ordering and loyalty experiences for large restaurant chains, Grubhub is leveraging its expertise to help independent restaurants develop their own customized ordering websites, empowering them to market directly to their diners, receive their diner data and manage their branded website—all without any marketing fees.

“We’re constantly listening and learning from our independent restaurant partners, and we’ve heard them. Restaurants want more options to build their brands online and maintain a loyal base of diners through their own channels,” said Matt Maloney, founder and CEO of Grubhub. “That’s why we’re opening our pipes and allowing restaurants to leverage our technology to grow their own brands and communities online. With Grubhub Direct, we’re further supporting restaurants as they rebound from COVID shutdowns into a much larger digital world, by giving them the tools to control their relationships with their diners.”

Grubhub Direct makes it easy for restaurants to develop a unique, highly customizable ordering website and start taking orders by leveraging Grubhub’s best-in-class technology. Restaurants receive access to a powerful suite of solutions at no extra cost, including:

Website design: Choose the fonts, colors and images that fit the restaurant’s brand for a consistent look and feel.
Customer relationship management (CRM): Access diner data including names, email addresses and order history (menu items, lifetime spend, order sizes and fulfillment methods).
Order management: Receive, confirm and cancel orders through the Grubhub platform.
Management portal: Manage menu, hours, financials and other restaurant settings; access reporting and performance insights; and identify future growth opportunities.
Loyalty and promotions: Attract new diners and create loyal ones with Grubhub’s loyalty tools; targeted and ROI-driven promotions; and analytics.
Care support: Benefit from Grubhub’s support team for help via phone, chat or email.

Grubhub Direct reflects our commitment to better support restaurants and help them build their business online, drawing from our deep experience building and powering ordering and loyalty platforms for leading brands such as Smoothie King. Now, independent restaurants can leverage the tools to connect directly with their diners, in addition to Grubhub’s existing Marketplace capabilities, to expand their marketing reach.

“Restaurant owners today are focused on what it takes to run their business and recover from the pandemic,” said Amy Le, owner and chef of Saucy Porka. “They often do not have the time that it traditionally takes to develop and manage their own ordering website, which is why tools like Grubhub Direct will give us a way to build our online brand presence and thoughtfully grow the relationship with our diners.”

“Our guests are always looking for the best loyalty and rewards, and through our branded ordering app, we have access to the tools and insights that enable us to create personalized promotional campaigns to help our guests on their health and fitness journey,” said Rebecca Miller, chief marketing officer at Smoothie King. “In today’s digital age, it’s crucial to have a comprehensive understanding of our guests and their ordering habits for acquisition and engagement efforts, and Grubhub’s technology solves for that—empowering our brand to grow and stand out in a crowded landscape.”

Grubhub will not charge any marketing or commissions to restaurants on Grubhub Direct orders. Restaurants will pay standard credit card processing fees and optionally, a highly competitive delivery fee, only if the restaurant chooses to have Grubhub drivers deliver for them. Tens of thousands of Grubhub restaurant partners deliver their own orders and would pay no delivery charge on Grubhub Direct. Additionally, we’re waiving setup and monthly hosting fees for Grubhub Direct through April 2022. Access to diner data, loyalty programs and promotions through Grubhub Direct is always free.

For more information and to sign up for Grubhub Direct, please visit get.grubhub.com/grubhub-direct.

Grubhub Announces Filing of Definitive Proxy Statement and Special Meeting of Stockholders to be Held on June 10, 2021

CHICAGO, May 12, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB) (“Grubhub”), a leading online and mobile food-ordering and delivery marketplace, today announced the filing of a definitive proxy statement (the “proxy statement”) with the U.S. Securities and Exchange Commission. The proxy statement is in connection with the proposed acquisition by Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”) of 100% of the shares of Grubhub in an all-stock transaction (the “Transaction”) to create one of the world’s largest food delivery companies, measured by Gross Merchandise Value and revenue. Grubhub will commence mailing the proxy statement to its stockholders on or about May 12, 2021.

Grubhub will hold a special meeting of its stockholders (the “Grubhub Special Meeting”) to vote on a proposal to adopt the Agreement and Plan of Merger with Just Eat Takeaway.com and approve related matters as described in the proxy statement. The Grubhub Special meeting is scheduled to take place on June 10, 2021, at 8 a.m. Central Time and will be held exclusively in a virtual format. Grubhub stockholders will be entitled to attend and participate in the Grubhub Special Meeting if they were Grubhub stockholders of record as of the close of business on April 27, 2021, or hold a valid proxy of such a Grubhub stockholder for the Grubhub Special Meeting.

The Grubhub Board of Directors believes the Transaction is in the best interests of Grubhub and its stockholders, and recommends that Grubhub stockholders vote “FOR” the adoption of the Agreement and Plan of Merger between Grubhub and Just Eat Takeaway.com, as well as all other proposals included in Grubhub’s proxy statement.

Highlights of the Transaction, which was previously announced on June 10, 2020, include:

It creates one of the world’s largest food delivery companies, measured by Gross Merchandise Value and revenue, connecting restaurant partners with their consumers in 24 countries.
The Transaction forms a company built around four of the world’s most attractive markets in food delivery: the U.S., the U.K., the Netherlands and Germany. These markets have substantial further opportunities for growth, significant penetration upside and longer-term improvements in profitability.
Grubhub will be much stronger as part of Just Eat Takeaway.com. The increased scale and resources of the combined group will provide greater flexibility to make strategic, long-term investment decisions.
In the U.S., where the market is competitive and fragmented across local regions and cities, Grubhub has unique advantages: a substantial marketplace business; a robust corporate and campus business; a large geographic footprint; extensive customer and restaurant relationships; and a successful hybrid operating model with many restaurants that complete their own deliveries.
The enhanced scale and leading positions of the combined group provide an opportunity to leverage best practices from Just Eat Takeaway.com and Grubhub and create the broadest possible offering to both restaurant partners and consumers.
The combined group will have a founder-led management team with a proven track record of building leading positions in markets of scale. The new management team has 55+ years of combined experience in the sector.

The Transaction is subject to the approval of Grubhub’s stockholders at the Grubhub Special Meeting, as well as other customary closing conditions. Subject to satisfaction of the conditions, completion of the Transaction is expected to occur by the end of the second quarter of 2021.

To be admitted to the stockholders’ portion of the Grubhub Special Meeting at www.virtualshareholdermeeting.com/GRUB2021SM, Grubhub stockholders must enter the 16-digit control number found on their proxy card or voting instruction form. The Grubhub Special Meeting will be held virtually.

Grubhub stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Grubhub Special Meeting may contact Grubhub’s proxy solicitor:

Innisfree M&A Incorporated
Stockholders May Call Toll-Free: (877) 717-3936
Banks & Brokers May Call Collect: (212) 750-5833

Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain approval by Grubhub stockholders on the expected schedule or at all; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub’s and Just Eat Takeaway.com’s control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Participants in the Solicitation
Grubhub, Just Eat Takeaway.com and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Grubhub’s directors and executive officers is available in Grubhub’s definitive proxy statement dated April 28, 2021 for its 2021 Annual Meeting of Stockholders. To the extent holdings of Grubhub securities by directors or executive officers of Grubhub have changed since the amounts contained in the definitive proxy statement for Grubhub’s 2021 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge from the sources indicated above, and from Grubhub by going to its investor relations page on its corporate website at investors.grubhub.com. Information about Just Eat Takeaway.com’s directors and executive officers and a description of their interests are set forth in Just Eat Takeaway.com’s 2020 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com’s website, www.justeattakeaway.com. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Grubhub or Just Eat Takeaway.com using the sources indicated above.

Grubhub Reports First Quarter 2021 Results

Grubhub generates 52% revenue growth in the first quarter

CHICAGO, April 28, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2021 and also posted a letter to shareholders on its investor relations website. For the first quarter, the Company reported revenues of $551 million, which is a 52% year-over-year increase from $363 million in the same period last year. Gross Food Sales grew 60% year-over-year to $2.6 billion, up from $1.6 billion in the first quarter of 2020.

“We are proud of our continued role in helping restaurants grow their businesses and supporting the communities where they operate. Our team continued its strong execution in the first quarter – easily hitting records for all of our key business metrics,” said Matt Maloney, Grubhub founder and CEO. “With yesterday’s public filing of the registration statement and preliminary proxy statement with the SEC and the Grubhub special stockholder meeting expected to take place in June, we are looking forward to closing the transaction in the coming months and beginning our next chapter as part of the Just Eat Takeaway.com family.”

First Quarter 2021 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended March 31, 2021, as compared to the same period in 2020.

First Quarter Financial Highlights

Revenues: $550.6 million, a 52% year-over-year increase from $363.0 million in the first quarter of 2020.
Net (Loss): $(75.5) million, or $(0.81) per diluted share, a decrease from $(33.4) million, or $(0.36) per diluted share, in the first quarter of 2020.
Non-GAAP Adjusted EBITDA: $(9.3) million, a decrease from $21.0 million in the first quarter of 2020.
Non-GAAP Net (Loss): $(52.5) million, or $(0.56) per diluted share, a decrease from $(37) thousand, or $(0.00) per diluted share, in the first quarter of 2020.

First Quarter Key Business Metrics Highlights¹

Active Diners: 33.0 million, a 38% year-over-year increase from 23.9 million Active Diners in the first quarter of 2020.
Daily Average Grubs (DAGs): 745,700, a 44% year-over-year increase from 516,300 DAGs in the first quarter of 2020.
Gross Food Sales: $2.6 billion, a 60% year-over-year increase from $1.6 billion in the first quarter of 2020.


¹ Key Business Metrics are defined on page 29 of our Annual Report on Form 10-K filed on March 1, 2021.

“We saw strength across all of our markets during the first quarter, with the highest growth coming in places with a heavy existing competitive presence. We also observed a continued, steady recovery in our largest market, New York City,” said Adam DeWitt, Grubhub president and CFO. “Order growth accelerated in the high-single digits compared to the fourth quarter of 2020, even when normalizing for the initial COVID-related deceleration in the second half of March 2020. We believe our robust hybrid marketplace model is well positioned as we transition to a post-COVID environment.”

Guidance
Given Grubhub’s pending acquisition by Just Eat Takeaway.com, it is no longer issuing forward-looking guidance.

The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement has not yet become effective and includes a preliminary proxy statement of Grubhub/prospectus of Just Eat Takeaway.com which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, Just Eat Takeaway.com will file with the Netherlands Authority for the Financial Markets (“AFM”) and/or the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and/or the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with the proposed merger (the “Prospectus”).

Use of Non-GAAP Financial Measures
Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income (loss) adjusted to exclude merger, acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders exclude merger, acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

See “Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income (loss) to Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders.

GRUBHUB INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended March 31,
	2021		2020
Revenues	$	550,592	$	362,980
Costs and expenses:
Operations and support		393,486		214,561
Sales and marketing		127,234		90,742
Technology (exclusive of amortization)		31,951		31,273
General and administrative		29,124		38,949
Depreciation and amortization		37,717		33,363
Total costs and expenses		619,512		408,888
Loss from operations		(68,920)		(45,908)
Interest expense, net		7,158		6,380
Loss before provision for income taxes		(76,078)		(52,288)
Income tax benefit		(617)		(18,861)
Net loss attributable to common stockholders	$	(75,461)	$	(33,427)
Net loss per share attributable to common stockholders
Basic	$	(0.81)	$	(0.36)
Diluted	$	(0.81)	$	(0.36)
Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic		93,215		91,793
Diluted		93,215		91,793

KEY BUSINESS METRICS

	Three Months Ended March 31,
	2021		2020
Active Diners (000s)		32,960		23,892
Daily Average Grubs		745,700		516,300
Gross Food Sales (millions)	$	2,604	$	1,630

GRUBHUB INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	March 31, 2021		December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	348,837	$	360,232
Short-term investments		55,824		53,126
Accounts receivable, less allowances for doubtful accounts		104,727		111,802
Income tax receivable		22,229		22,472
Prepaid expenses and other current assets		20,408		24,765
Total current assets		552,025		572,397
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization		217,677		216,146
OTHER ASSETS:
Other assets		54,373		49,201
Deferred tax assets, non-current		142		142
Operating lease right-of-use asset		85,150		88,227
Goodwill		1,007,968		1,007,968
Acquired intangible assets, net of amortization		445,136		454,838
Total other assets		1,592,769		1,600,376
TOTAL ASSETS	$	2,362,471	$	2,388,919
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability	$	136,280	$	141,802
Accounts payable		16,877		19,859
Accrued payroll		40,871		27,346
Current operating lease liability		17,598		17,897
Other accruals		180,412		149,278
Total current liabilities		392,038		356,182
LONG-TERM LIABILITIES:
Deferred taxes, non-current		16,823		17,777
Noncurrent operating lease liability		100,251		103,416
Long-term debt		494,330		494,103
Other accruals		6		644
Total long-term liabilities		611,410		615,940
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value		9		9
Accumulated other comprehensive loss		(1,167)		(1,275)
Additional paid-in capital		1,260,714		1,243,135
Retained earnings		99,467		174,928
Total Stockholders’ Equity	$	1,359,023	$	1,416,797
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,362,471	$	2,388,919

GRUBHUB INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Three Months Ended March 31,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(75,461)	$	(33,427)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		12,294		8,658
Amortization of intangible assets and developed software		25,423		24,705
Stock-based compensation		20,954		20,185
Deferred taxes		(954)		(2,725)
Other		(448)		3,479
Changes in assets and liabilities
Accounts receivable		6,861		(18,333)
Income taxes receivable		243		(16,311)
Prepaid expenses and other assets		(83)		(4,602)
Restaurant food liability		(5,522)		20,857
Accounts payable		(3,460)		4,678
Accrued payroll		13,525		4,277
Other accruals		30,583		26,085
Net cash provided by operating activities		23,955		37,526
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(31,150)		(19,790)
Proceeds from maturity of investments		28,465		32,900
Capitalized website and development costs		(13,848)		(14,243)
Purchases of property and equipment		(9,833)		(19,678)
Acquisition of other intangible assets		—		(510)
Other cash flows from investing activities		(200)		(250)
Net cash used in investing activities		(26,566)		(21,571)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under the credit facility		—		175,000
Taxes paid related to net settlement of stock-based compensation awards		(9,028)		(8,051)
Proceeds from exercise of stock options		1,088		1,414
Other cash flows from financing activities		(900)		—
Net cash provided by (used in) financing activities		(8,840)		168,363
Net change in cash, cash equivalents, and restricted cash		(11,451)		184,318
Effect of exchange rates on cash, cash equivalents and restricted cash		66		(600)
Cash, cash equivalents, and restricted cash at beginning of year		362,897		379,594
Cash, cash equivalents, and restricted cash at end of the period	$	351,512	$	563,312

GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share and per order data)

	Three Months Ended March 31,
	2021		2020
Net loss	$	(75,461)	$	(33,427)
Income taxes		(617)		(18,861)
Interest expense, net		7,158		6,380
Depreciation and amortization		37,717		33,363
EBITDA		(31,203)		(12,545)
Merger, acquisition, restructuring and certain legal costs		967		13,376
Stock-based compensation		20,954		20,185
Adjusted EBITDA	$	(9,282)	$	21,016

Net loss per order	$	(1.12)	$	(0.71)
Adjusted EBITDA per order	$	(0.14)	$	0.45

	Three Months Ended March 31,
	2021		2020
Net loss	$	(75,461)	$	(33,427)
Stock-based compensation		20,954		20,185
Amortization of acquired intangible assets		9,702		12,685
Merger, acquisition, restructuring and certain legal costs		967		13,376
Income tax adjustments		(8,696)		(12,856)
Non-GAAP loss	$	(52,534)	$	(37)
Weighted-average diluted shares used to compute Non-GAAP loss per share attributable to common stockholders		93,215		91,793
Non-GAAP loss per diluted share attributable to common stockholders	$	(0.56)	$	(0.00)

Grubhub Q1 2021 Earnings Results

Grubhub Statement on Derek Chauvin Verdict

No court decision can bring George Floyd back to his friends and family. But with this verdict we find a sense of accountability and take a small step toward the systemic change needed. Much more work must be done, and we remain committed to standing up and supporting actions that bring enduring change.

Grubhub To Announce First Quarter Financial Results On April 28, 2021

CHICAGO, April 14, 2021 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its first quarter financial results on Wednesday, April 28, 2021, after the market close. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its first quarter results.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as over 31 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 265,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

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Grubhub Expands Commitment to Women Culinary Leaders Through Partnerships with World Central Kitchen and Women Business Collaborative in Fourth Year of RestaurantHER

CHICAGO, March 1, 2021 /PRNewswire/ — In recognition of Women’s History Month, Grubhub is strengthening and expanding its commitment to grow the number of women-led restaurants, especially those impacted by COVID. It was four years ago with the creation of RestaurantHER that Grubhub first started using its technology platform to drive change and respond to the issues facing women in the restaurant industry. The company pledged to champion and support women-led restaurants, raise awareness about inequality in the industry and help improve things for the better.

As Grubhub kicks off its fourth year of RestaurantHER, we’re working with World Central Kitchen (WCK) and the Women Business Collaborative (WBC) to support and help amplify our ongoing efforts for women in the culinary industry.

RestaurantHER comes this year as women have lost the most jobs during the pandemic. In January 2021, women were still down 5.4 million jobs, which makes up 55 percent of total jobs lost. The restaurant industry was among those most impacted by COVID, and a majority of the workforce are women. Before COVID, female restaurant workers (especially owners and chefs) struggled to grow due to lack of sponsorship, funding and even workplace harassment. As a result, there are fewer women at the leadership level in restaurants. And now those numbers are dwindling even further.

“We are hopeful that across the country, RestaurantHER will spark a movement of support for women-owned and operated restaurants,” said Devry Boughner Vorwerk, Chief Corporate Affairs Officer at Grubhub. “Women restaurateurs are highly capable business leaders in the industry, and they often face barriers that their male counterparts do not. This month, and every month, at Grubhub, we want to shine a light on women-led restaurants and all the benefits these women bring to their communities through their dedication, their creativity and their cuisine.”

Since Grubhub began the RestaurantHER initiative in 2018, we’ve seen talented and aspiring chefs who have been able to succeed in part because of the resources and programs of RestaurantHER. Our incredible partners and diners have played a significant role in helping Grubhub work toward change. We worked with organizations such as the James Beard Foundation and Women Chefs & Restaurateurs to provide grants and tools for female chefs and culinary leaders to navigate and address the specific challenges they face in the industry. Additionally, Grubhub created a RestaurantHER map where diners can find a women-led restaurant near them.

To continue our efforts, Grubhub is supporting World Central Kitchen‘s Restaurants for the People program and specifically restaurants that are women-owned and operated. Grubhub will support these efforts through the Donate the Change program during Women’s History Month, where diners are invited to join us in helping these women. Grubhub’s Donate the Change feature allows diners who opt-in to round up their change on every order. All proceeds will go to World Central Kitchen to provide nourishing meals to help vulnerable communities impacted by the pandemic. Last year, Grubhub diners across the country generously donated a total of $21 million to support various organizations and communities in need through Donate the Change.

“We are grateful for Grubhub’s support and belief in our mission, and recognition that restaurants are a key part of the solution to the ongoing health, economic, and humanitarian crises. Their support will specifically help women-owned and operated restaurants that are a part of our Restaurants for the People program, which pays restaurants directly to help keep their business afloat while also providing tens of thousands of meals to people in need,” said Erin Gore, Vice President of Development at World Central Kitchen.

Grubhub is also excited to kick off a partnership with the Women Business Collaborative, an alliance of more than 44 women business organizations and thousands of individuals who are committed to gender equality in the workplace. Together, we’ll raise awareness and encourage Americans to support local women-owned restaurants throughout the month of March and throughout the year. We’ll also form an advisory board in 2021 composed of female restaurant owners to discuss issues in the industry and ways Grubhub and others can help.

“The time is now for all of us to commit to order from women-owned restaurants and tell the stories of our support in every community across this nation. We are devoted to this effort with RestaurantHER and Grubhub,” added Edie Fraser, CEO of Women Business Collaborative.

World Central Kitchen will also be Grubhub’s donation partner for our popular virtual concert series Sound Bites, which will feature performances by Megan Thee Stallion, Noah Cyrus and King Princess. Fans tuning in will be encouraged to scan customized QR codes that will pop up throughout the show to receive special discounts and Perks, along with exclusive behind-the-scenes footage from King Princess. For every QR code scanned at one point during the live stream, Grubhub will donate $1 (up to $100,000) to World Central Kitchen. The free Sound Bites concert will take place on Friday, March 26 at 7 p.m. ET on the Grubhub YouTube channel.

Grubhub’s commitment to support women in the restaurant industry will continue as long as it takes to see equality, and we hope our community of diners will join us by supporting female chefs and owners, and their delicious culinary creations, year-round. Visit the Grubhub app, Grubhub.com or RestaurantHER.com to find a women-led restaurant near you.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as over 31 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with over 265,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

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