News Category: Company

Statement in support of indoor dining in NYC

“Grubhub strongly supports efforts to allow indoor dining in New York City. Opening doors to local restaurants opens doors to our communities. This step will have a positive and lasting economic ripple effect across the city – helping restaurant workers and families in every community. Equally as important, allowing indoor dining will give New York City nightlife a major shot in the arm. It’s the right policy at the right time.”

Grubhub CEO letter to congressional leaders in support of The RESTAURANTS Act of 2020

The Honorable Nancy Pelosi

Speaker of the House of Representatives

The Honorable Kevin McCarthy

Republican Leader, House of Representatives

The Honorable Mitch McConnell

Majority Leader, US Senate

The Honorable Chuck Schumer

Minority Leader, US Senate

Dear Congressional Leaders:

Grubhub is the leading online and mobile food-ordering and delivery marketplace with the largest network of restaurant partners in the United States, as well as more than 27 million active diners. With over 225,000 restaurant partnerships in more than 4,000 cities, we are proud of our ability to help drive local revenue by connecting diners with the food they love from their favorite local restaurants.

These are uncertain times, and while we can’t predict what tomorrow will bring, we recognize our responsibility to do all we can to help keep restaurant doors open. Our business is based on restaurants like the local coffee shop, the burrito joint, the sandwich place, or that great wing spot thriving. And over the last six months, we’ve also seen restaurant owners and delivery drivers fill an essential need in their communities. As a result,we’ve made it our mission to support restaurants and spent $100 million in the second quarter alone to support restaurants, drivers and the communities they live in.

However, the plight of restaurants is of such a magnitude that it requires federal intervention. Now is the time to show these struggling restaurants support by passing the bi-partisan RESTAURANTS Act of 2020. Grubhub stands ever-appreciative of the leadership of Representative Blumenauer and Senator Wicker for introducing this important legislation in both the House and Senate and strongly urges all members of Congress and the Senate to sponsor and pass this critical proposal.

According to the Independent Restaurant Coalition (IRC), the food service industry directly employs over 11 million people across the country, and indirectly supports 5 million more workers up and down the supply chain. Now, up to 85% of independent restaurants face the grim reality that they may have to close their doors permanently. This important legislation provides for a $120 billion Revitalization Fund that will immediately infuse desperately needed capital into local economies and will help small independent restaurants and the broader restaurant community rebuild after months of closure and what will be months of reduced revenue as a result of social distancing. The Revitalization Fund would generate $248 billion in net economic benefit, and save the jobs of millions of workers in the service industry. It is estimated that one in four jobs lost during the pandemic was from the food and beverage industry, disproportionately impacting people of color and single mothers.

Grubhub again encourages all members of Congress to support The RESTAURANTS Act, and looks forward to working together to protect our restaurants and re-open our country.

Thank you for your continued leadership.

Sincerely,

Matt Maloney

Founder and CEO

Grubhub Reports Second Quarter 2020 Results

Grubhub provides $100 million of support to restaurants and delivery partners in the second quarter

CHICAGO, July 30, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30, 2020 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $459 million, which is a 41% year-over-year increase from $325 million in the same period last year. Gross Food Sales grew 59% year over year to $2.3 billion, up from $1.5 billion in the same period last year.

“Our singular focus for the second quarter was to support our restaurant partners as much as possible in their time of need. With a little help from increased demand, we are proud to announce we were able to spend approximately $100 million supporting and keeping restaurants, drivers and diners safe during these difficult times,” said Matt Maloney, Grubhub founder and CEO. “In June, we announced our acquisition by Just Eat Takeaway.com which will create the largest and only profitable online food marketplace outside of China. We are excited to join forces with a team that has demonstrated it can grow this business sustainably on a global basis and who is also focused on capturing a disproportionate share of the profitable growth in the U.S. going forward.”

Second Quarter 2020 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended June 30, 2020, as compared to the same period in 2019.

Second Quarter Financial Highlights

  • Revenues: $459.3 million, a 41% year-over-year increase from $325.1 million in the second quarter of 2019.
  • Net Income (Loss): $(45.4) million, or $(0.49) per diluted share, a decrease from $1.3 million, or $0.01 per diluted share, in the second quarter of 2019.
  • Non-GAAP Adjusted EBITDA: $13.3 million, a 76% year-over-year decrease from $54.7 million in the second quarter of 2019.
  • Non-GAAP Net Income (Loss): $(15.9) million, or $(0.17) per diluted share, a decrease from $24.9 million, or $0.27 per diluted share, in the second quarter of 2019.

Second Quarter Key Business Metrics Highlights1

  • Active Diners: 27.5 million, a 35% year-over-year increase from 20.3 million Active Diners in the second quarter of 2019.
  • Daily Average Grubs (DAGs): 647,100, a 32% year-over-year increase from 488,900 DAGs in the second quarter of 2019.
  • Gross Food Sales: $2.3 billion, a 59% year-over-year increase from $1.5 billion in the second quarter of 2019.

“The strong trends we observed in April persisted throughout the quarter with year-over-year DAG growth accelerating each month,” said Adam DeWitt, Grubhub President and CFO. “With that strength continuing in July, it is becoming more clear that the current environment has advanced the secular shift toward online food ordering. We remain confident that focusing on restaurant supply and diner loyalty will enable us to keep growing in a sustainable and profitable manner.”

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

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 27 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 more than 225,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of 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 regulatory approvals and meet other closing conditions to the proposed merger on a timely basis or at all, including the risk that regulatory approvals required for the proposed merger are not obtained on a timely basis or at all or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the proposed merger; the ability to obtain approval by Grubhub stockholders and Just Eat Takeaway.com shareholders 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.

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 February 28, 2020, 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 www.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 will file 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 will include 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”). 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 WILL 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, www.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.

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 proxy statement dated April 9, 2020 for its 2020 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 2020 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 www.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 2019 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.

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.

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.

1 Key Business Metrics are defined on pages 28 – 29 of our Annual Report on Form 10-K filed on February 28, 2020.

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Revenues

$

459,282

$

325,058

$

822,262

$

648,828

Costs and expenses:

Operations and support

318,867

162,406

533,428

323,756

Sales and marketing

94,004

74,128

184,746

152,582

Technology (exclusive of amortization)

30,228

29,400

61,501

56,650

General and administrative

32,237

25,784

71,186

48,571

Depreciation and amortization

34,557

27,223

67,920

52,312

Total costs and expenses

509,893

318,941

918,781

633,871

Income (loss) from operations

(50,611)

6,117

(96,519)

14,957

Interest expense – net

6,816

5,467

13,196

8,279

Income (loss) before provision for income taxes

(57,427)

650

(109,715)

6,678

Income tax benefit

(12,016)

(602)

(30,877)

(1,464)

Net income (loss) attributable to common stockholders

$

(45,411)

$

1,252

$

(78,838)

$

8,142

Net income (loss) per share attributable to common
stockholders:

Basic

$

(0.49)

$

0.01

$

(0.86)

$

0.09

Diluted

$

(0.49)

$

0.01

$

(0.86)

$

0.09

Weighted-average shares used to compute net income
(loss) per share attributable to common stockholders:

Basic

92,116

91,177

91,954

91,064

Diluted

92,116

92,786

91,954

92,852

 

KEY BUSINESS METRICS

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Active Diners (000s)

27,475

20,288

27,475

20,288

Daily Average Grubs

647,100

488,900

581,700

504,900

Gross Food Sales (millions)

$

2,325

$

1,459

$

3,955

$

2,962

 

GRUBHUB INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

June 30, 2020

December 31,   2019

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

484,760

$

375,909

Short-term investments

48,616

49,275

Accounts receivable, less allowances for doubtful accounts

75,726

119,658

Income tax receivable

19,390

3,960

Prepaid expenses and other current assets

18,721

17,515

Total current assets

647,213

566,317

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

212,772

172,744

OTHER ASSETS:

Other assets

36,836

26,836

Operating lease right-of-use asset

99,058

100,632

Goodwill

1,007,968

1,007,968

Acquired intangible assets, net of amortization

476,309

500,481

Total other assets

1,620,171

1,635,917

TOTAL ASSETS

$

2,480,156

$

2,374,978

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

206,306

$

131,753

Accounts payable

24,508

26,748

Accrued payroll

34,166

19,982

Current operating lease liability

16,642

9,376

Other accruals

124,555

61,504

Total current liabilities

406,177

249,363

LONG-TERM LIABILITIES:

Deferred taxes, non-current

11,607

27,163

Noncurrent operating lease liability

110,193

111,056

Long-term debt

493,475

493,009

Other accruals

4,152

817

Total long-term liabilities

619,427

632,045

STOCKHOLDERS’ EQUITY:

Common stock, $0.0001 par value

9

9

Accumulated other comprehensive loss

(2,330)

(1,628)

Additional paid-in capital

1,204,922

1,164,400

Retained earnings

251,951

330,789

Total Stockholders’ Equity

$

1,454,552

$

1,493,570

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,480,156

$

2,374,978

 

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Six Months Ended June 30,

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

(78,838)

$

8,142

Adjustments to reconcile net income (loss) to net cash from operating
activities:

Depreciation

18,820

13,626

Amortization of intangible assets and developed software

49,100

38,686

Stock-based compensation

41,221

36,527

Deferred taxes

(15,556)

298

Other

2,548

3,240

Change in assets and liabilities:

Accounts receivable

43,390

(13,349)

Income taxes receivable

(15,429)

429

Prepaid expenses and other assets

(5,476)

(14,857)

Restaurant food liability

74,612

(3,078)

Accounts payable

547

(10,216)

Accrued payroll

14,190

3,122

Other accruals

61,732

7,219

Net cash provided by operating activities

190,861

69,789

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(56,554)

(25,526)

Proceeds from maturity of investments

57,500

21,636

Capitalized website and development costs

(29,269)

(22,188)

Purchases of property and equipment

(41,800)

(23,140)

Acquisition of other intangible assets

(510)

(8,889)

Acquisitions of businesses, net of cash acquired

—

127

Other cash flows from investing activities

(525)

—

Net cash used in investing activities

(71,158)

(57,980)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of long-term debt

175,000

500,000

Repayments of borrowings under the credit facility

(175,000)

(342,313)

Taxes paid related to net settlement of stock-based
compensation awards

(14,240)

(15,360)

Proceeds from exercise of stock options

3,667

2,930

Payments for debt issuance costs

(259)

(8,954)

Other cash flows from financing activities

(454)

—

Net cash provided by (used in) financing activities

(11,286)

136,303

Net change in cash, cash equivalents, and restricted cash

108,417

148,112

Effect of exchange rates on cash, cash equivalents and
restricted cash

(651)

(2)

Cash, cash equivalents, and restricted cash at beginning of year

379,595

215,802

Cash, cash equivalents, and restricted cash at end of the period

$

487,361

$

363,912

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

Cash paid for income taxes

$

—

$

567

 

GRUBHUB INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(in thousands, except per share and per order data)

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Net income (loss)

$

(45,411)

$

1,252

$

(78,838)

$

8,142

Income taxes

(12,016)

(602)

(30,877)

(1,464)

Interest expense – net

6,816

5,467

2

13,196

8,279

2

Depreciation and amortization

34,557

27,223

67,920

52,312

EBITDA

(16,054)

33,340

(28,599)

67,269

Merger, acquisition, restructuring and certain
legal costs

8,316

1,341

21,692

1,827

Stock-based compensation

21,036

20,049

3

41,221

36,527

3

Adjusted EBITDA

$

13,298

$

54,730

$

34,314

$

105,623

Net income (loss) per order

$

(0.77)

$

0.03

$

(0.74)

$

0.09

Adjusted EBITDA per order

$

0.23

$

1.23

$

0.32

$

1.16

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2019

2020

2019

Net income (loss)

$

(45,411)

$

1,252

$

(78,838)

$

8,142

Stock-based compensation

21,036

20,049

3

41,221

36,527

3 

Amortization of acquired intangible assets

11,487

11,828

24,172

23,770

Merger, acquisition, restructuring and certain
legal costs

8,316

1,341

21,692

1,827

Income tax adjustments

(11,354)

(9,595)

(24,210)

(17,457)

Non-GAAP income (loss)

$

(15,926)

$

24,875

$

(15,963)

$

52,809

Weighted-average diluted shares used to compute
income (loss) per share attributable to common
stockholders

92,116

92,786

91,954

92,852

Non-GAAP income (loss) per diluted share
attributable to common stockholders

$

(0.17)

$

0.27

$

(0.17)

$

0.57

2

Interest expense for the three and six months ended June 30, 2019 included $1.8 million and $1.9 million, respectively, of expense for the write-off of unamortized debt issuance costs in February and June of 2019.

3

Stock-based compensation for the three and six months ended June 30, 2019 included $1.6 million of expense related to the accelerated vesting of equity awards to a terminated acquired employee.

 

Supporting restaurants and communities through COVID-19 and beyond

These are uncertain times, and while we can’t predict what tomorrow will bring, we recognize our responsibility to do all we can to help keep restaurant doors open. Our business depends on restaurants like the local coffee shop, the burrito joint, the sandwich place, or that great wing spot. And over the last six months, we’ve seen restaurant owners and delivery drivers fill an essential need in their communities.

Put simply: We’ve made it our mission to support restaurants. That’s why we’re sharing an update on our efforts to help our restaurants and communities during this challenging time.

We spent $100 million to support restaurants, drivers and diners.

It became clear early in the pandemic that restaurants needed our support, first as a bridge to federal aid and then to help them survive this time through delivery and pickup orders. In early May, we committed to funding what we anticipated would be $50 million – from the start of April through the end of June – toward driving orders and keeping communities safe. When June came to a close, we had spent twice that amount.

  • $85 million went to driving more orders to restaurants through coupons we funded, reduced diner fees, and increased advertising. This investment stimulated more than $200 million of incremental sales for our restaurant partners.
  • $15 million went to protecting restaurants, drivers and diners. We sent 250,000 personal protective equipment kits to drivers and recognized their efforts with increased pay and more bonuses. We also provided restaurants with tamper-evident stickers giving peace of mind to restaurants and diners that their food would stay secure and untouched in transit.

We gave restaurants more flexibility.

As a demand-generation engine first and a delivery service second, Grubhub is rooted in products and features for restaurants to drive and fulfill orders in the ways that make the most sense for their business. Our established technologies have never been more important, and we complemented them with new offerings that serve restaurants, drivers and diners.

  • Offered since 2013, online ordering links make it easy for restaurants to add online ordering directly to their website. Grubhub does not charge a marketing fee on these orders because the restaurant generated the demand and they should keep the revenue. We’ve facilitated millions of orders to restaurants through these online ordering links.
  • We power websites, apps, loyalty programs and ordering platforms for restaurants through our in-house agency, LevelUp. These products showcase the restaurant’s brand, enabling them to build loyalty and drive delivery and takeout orders however is best for them. In the coming months, with our Grubhub Direct web product, we will also pilot white-label capabilities for SMBs to reach restaurants that previously didn’t have the resources to devote to a customized direct-order website.

  • Grubhub Ultimate now lets diners place in-person orders from start to finish on their smartphone via a QR code instead of touching a kiosk. We’re extending this feature to SMB restaurants without Ultimate by offering a free, custom window sign that includes a QR code for a contact-free pickup ordering experience without any marketing fees. We’ve already sent signs to hundreds of SMB restaurants.

  • Smart Promotions use data to help restaurants grow their orders. Restaurants use the Grubhub for Restaurants portal to specify goals and a monthly Smart Promotions budget, then Grubhub recommends and implements the most effective promotions for their business. We’ve also matched Smart Promotions budgets, allowing restaurants’ investments in these promotions to go twice as far.

    • We continually put data in the hands of restaurant owners through our Insights Dashboard on the Grubhub for Restaurants portal. The dashboard gives a detailed look at daily and weekly sales, orders, menu item performance metrics and trends, all in one place, with new data points frequently added to the dashboard based on feedback from restaurant partners.
  • We implemented contact-free delivery and curbside pickup to keep our restaurants, drivers and diners safe during the pandemic. Contact-free delivery is the default option for diners at check-out, and restaurants can offer curbside pickup to diners and drivers to prevent groups from gathering in the restaurant.

We dedicated more than $7 million and counting to local communities.

Since 2018, our Donate the Change product feature has allowed diners to support organizations that help those in need across the nation by rounding up their total to the nearest dollar. Our diners have collectively donated over $1 million per month through Donate the Change, enabling our charitable partners to make a big impact.

We established the Grubhub Community Relief Fund to provide financial relief for our community, including restaurant partners and drivers. More than $7 million donated by Grubhub and our diners is going to charitable organizations that support communities impacted by COVID-19. These include:

  • The Restaurant Strong Fund gives direct financial support to independently-owned SMB restaurants and their employees. Our donation goes to restaurants and their employees in Chicago, Boston, Philadelphia, New York City and Detroit.
  • MEANS makes it possible to donate food from independent restaurants that would have gone to waste to local emergency feeding services. Grubhub’s donation will be used to purchase left-over food from restaurants in Chicago, Los Angeles, Philadelphia and Providence.
  • World Central Kitchen has activated a network of restaurants and food service providers to safely produce individually packaged fresh meals that are delivered to those in need. Grubhub’s donation paid restaurants for these meals and handled delivery logistics in New York City.
  • The Food Bank of New York City provides emergency meals to vulnerable New Yorkers impacted by the economic downturn and COVID pandemic.
  • The Boys and Girls Club of America offers critical services for young people across the country and much-needed childcare services for essential workers. Grubhub’s donation is supporting the costs of re-opening key childcare centers in New York City.

We also took steps to feed frontline workers through partnerships with Verizon and Hellmann’s Food Relief Fund. Tens of thousands of meals, prepared by local restaurants, were given to healthcare workers in New York City hospitals free of charge. These programs helped both restaurant workers and hospital staff, and leveraged Grubhub’s delivery network to get food from restaurants to the hospitals.

Our work is not done. We’re committed to continuing to add features, products and resources that help our restaurants weather this crisis and support their communities. Restaurants have trusted us as a partner for more than 20 years – we look forward to serving them for the next 20.

Grubhub To Announce Second Quarter 2020 Financial Results On July 30, 2020

CHICAGO, July 23, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its second quarter financial results on Thursday, July 30, 2020, before the market open. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its second 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 nearly 24 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 nearly 300,000 restaurants and is proud to partner with more than 200,000 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 Releases Second Annual “State of the Plate” Report

Mid-Year Report Looks at Top Food Trends to Date, Forecasts Ahead, How Quarantine has Impacted America’s Dining Habits, and More

CHICAGO, July 9, 2020 /PRNewswire/ — We’re officially in the second half of 2020, and it’s time to turn the dial back to take a look at how we ate our way through the beginning of a year unlike any other we’ve seen before. Grubhub, a leading online and mobile food-ordering and delivery marketplace, today launched its latest report, “State of the Plate”, looking at trends across the more than half a million orders placed a day. Grubhub’s mid-year report checks in on the popular food trends to date and what quarantined Americans ordered through contact-free delivery, and predicts what we can expect to see more of in the second half of the year.

From grabbing a chorizo burrito (270% more popular) for breakfast, a cheesy breadstick snack (412% more popular), a plant-based burger (291% more popular), or a fit-for-quarantine meal kit (orders of meal kits rose 55%), below are the trends we’ve loved so far this year.

Disclaimer: The top foods below have seen the fastest growth on the Grubhub platform during the first half of 2020.

TOP FOODS OF 2020 TO DATE

In 2019 we were introduced to the chicken sandwich war, and in 2020 it raged on as chain and independent restaurants added the sandwich to their menus for diners to enjoy. The spicy chicken sandwich saw a nearly 300% rise in popularity this year, with other top foods spanning a range of categories and plenty of newcomers.

  1. spicy chicken sandwich: 299% more popular
  2. plant-based burger: 291% more popular
  3. vanilla shake: 273% more popular
  4. iced latte: 261% more popular
  5. chili: 228% more popular
  6. cinnamon roll: 205% more popular
  7. chimichanga: 195% more popular
  8. beef burrito: 181% more popular
  9. potato taco: 169% more popular
  10. taro milk tea: 168% more popular

The Top Food in America’s Most Populous Cities

  • New York City: Mushroom burger: 150% more popular
  • Los Angeles: California burrito: 286% more popular
  • Chicago: Gyro: 299% more popular
  • Philadelphia: Buffalo chicken pizza: 323% more popular
  • Dallas-Fort Worth: Elote: 191% more popular
  • Bay Area (SF, Oakland, San Jose): Saag paneer: 389% more popular
  • Washington, DC: Drunken noodle: 166% more popular
  • Houston: Fried mushrooms: 238% more popular
  • Boston: Lettuce wrap: 268% more popular
  • Atlanta: Plant-based burger: 147% more popular

Methodology: Grubhub took a look at order trends on its platform from January 1 – June 20, 2020, as compared to the same timeframe in 2019 to find the top items rising in popularity so far.

SEASONAL FAVORITES & FORECASTS

Seasonal trends tend to impact eating habits, so we took a look at exactly what rose through the ranks this past winter and spring. As far as what we can expect to see in the latter half of 2020, summer is seeing lighter fare while the fall heats up with a little spice.

Top Trends: Winter

  1. chicken sandwich: 238% more popular
  2. New England clam chowder bowl: 195% more popular
  3. barbecue burger: 132% more popular
  4. sausage egg cheese sandwich: 101% more popular
  5. tan tan ramen: 96% more popular

Top Trends: Spring

  1. donuts: 214% more popular
  2. bacon, egg, and cheese biscuit: 169% more popular
  3. sausage burrito: 163% more popular
  4. chicken sandwich: 153% more popular
  5. plant-based sausage breakfast sandwich: 150% more popular

Forecasts: Summer (in ranking order)

  1. vegetable biryani
  2. spinach and artichoke wonton
  3. Mexican shrimp cocktail
  4. black bean and quinoa bowl
  5. balsamic chicken salad

Forecasts: Fall (in ranking order)

  1. miso tofu bowl
  2. quinoa taco salad
  3. mushroom burger
  4. cajun wing
  5. buffalo chicken empanada

Methodology: “Top Trends” look at the most popular food orders during winter (Dec 21, 2019 – March 19, 2020) and spring (March 20, 2020 — June 20, 2020) compared to those same periods in 2018 and 2019.  “Forecasted” items looked at the top foods on the Grubhub platform over the past two years, recently trending items, and other seasonal favorites to forecast what America will indulge in this summer & fall.

VEGAN & PLANT-BASED TRENDS CONTINUE TO GROW

Similar to Grubhub’s 2019 Year in Food Report, diners are continuing to eat vegan and vegetarian dishes. So far this year, vegan orders have risen by 23%, plant-based burgers specifically increasing by 90% and general plant-based orders by a whopping 135%!

Top Vegetarian Burgers

  1. black bean burger: 233% more popular
  2. grilled portobello mushroom burger: 179% more popular
  3. Impossible burger: 167% more popular
  4. quinoa-based burger: 161% more popular
  5. eggplant burger: 147% more popular

Top Vegan-friendly Cities

  1. New York, NY
  2. Los Angeles, CA
  3. Portland, OR
  4. Las Vegas, NV
  5. Boston, MA

Methodology: Grubhub took a look at vegan, vegetarian, and plant-based orders in each city and compared them to the overall number of orders.

PAST FAVORITES ARE STILL A HIT

Taking a look back at the “Top Foods of the Year” in Grubhub’s 2018 and 2019 Year In Food Report, we found that many of the past favorites are still trending in 2020.

  • spicy brussels sprouts: 125% more popular
  • portobello empanada: 99% more popular
  • plant-based burger : 95% more popular
  • bean burrito: 83% more popular — 2018’s more popular food
  • vegan pad thai: 74% more popular
  • cauliflower pizza: 31% more popular — 2019’s most popular food
  • black bean & sweet potato taco: 27% more popular

Methodology: Grubhub took a look at the top foods from past reports to see what was still gaining in popularity so far this year (January 1-June 20, 2020) as compared to the same timeframe last year.

TOP TRENDS ACROSS MEAL TIMES

Breakfast: while bacon, egg & cheese came in as #1 in 2019, we have yet to see the breakfast staple among 2020’s top foods.

  1. acai bowl: 359% more popular
  2. chorizo burrito: 270% more popular
  3. potato pancakes: 259% more popular
  4. shrimp and grits: 179% more popular
  5. vegetable wrap: 112% more popular

Lunch: salads and sandwiches lead the charge, while avocado toast makes a bit of a comeback.

  1. Thai chicken salad: 399% more popular
  2. tuna salad sandwich: 262% more popular
  3. chicken avocado melt: 188% more popular
  4. kale caesar salad: 165% more popular
  5. avocado toast: 164% more popular

Dinner: from Italian to Indian, diners are getting in a mix of cuisines for dinner.   

  1. rigatoni bolognese: 292% more popular
  2. lamb vindaloo: 283% more popular
  3. vegetable korma: 267% more popular
  4. moo shu pork: 266% more popular
  5. salmon avocado roll: 244% more popular

Top late-night orders: it’s no surprise carbs come in on top, but 2020 brings in the appearance of a sweet treat.  

  1. cheesy breadsticks: 412% more popular
  2. strawberry cheesecake: 247% more popular
  3. cheese sliders: 220% more popular
  4. jalapeno poppers: 216% more popular
  5. pizza puffs: 182% more popular

Methodology: Grubhub took a look at the top foods on its platform for the specified mealtimes/food types below from January 1-June 20, 2020 as compared to the same timeframe in 2019 to find the top items rising in popularity.

A LOOK AT HOW QUARANTINE HAS IMPACTED AMERICA

On March 18, the first shelter-in-place order was initiated in San Francisco and the rest of the country followed suit shortly after. As Americans stayed home, they continued to order food using features like contact-free delivery to safely enjoy their favorite meals from local restaurants.

Over the months, Grubhub has observed diners turn to comfort foods, order alcoholic beverages, and D.I.Y. orders. Under quarantine one thing was clear: morning coffee routines changed as orders of cold brew rose by 232%

Most popular foods nationwide: It’s all about the comfort foods and shareable plates as people order in.

  1. spicy chicken sandwich: 353% more popular
  2. red velvet cupcake: 196% more popular
  3. plant-based burger: 166% more popular
  4. cajun shrimp chicken pasta: 164% more popular
  5. cheeseburger sliders: 158% more popular

Most popular items searched: while restaurants and bars were closed, we can see that diners are searching for a way to bring home the full dining experience.

  1. wine
  2. cake
  3. boba tea
  4. beer
  5. donuts

Top Alcohol Orders (in ranking order): as delivery rose in popularity, so did alcoholic beverages while diners stayed home.

  1. pinot grigio
  2. hot sake
  3. rosé
  4. light beer
  5. IPA
  6. merlot
  7. frozen strawberry margarita
  8. chardonnay
  9. cabernet
  10. pina colada

Meal Kits rise to the occasion: During quarantine, orders of meal kits rose 55% compared to the year before as diners put their own personal touch on the ingredients delivered.

Most Popular Meal Kit Orders

  1. D.I.Y. burger
  2. D.I.Y. lobster roll kit
  3. D.I.Y. salad
  4. D.I.Y. pizza
  5. D.I.Y. gyro kit

Methodology: Grubhub took a look at both order trends and search trends on its platform in the respective categories from March 18 – June 18, 2020, compared to the same timespan in 2019 to find the top items in popularity.

Additionally, we saw diners show their generosity through our Donate the Change feature. At the start of the pandemic, we launched theGrubhub Community Relief Fund, where proceeds go to organizations that support members of our community who have been impacted by COVID-19, including restaurants, delivery partners, and those in need. With more than $7 million donated by diners and Grubhub (including through Grubhub’s matching of Grubhub+ orders), we were able to help feed the frontlines, support our drivers, support local restaurants, and so much more.

To find more about Grubhub or read more about the State of the Plate 2020 trends, check out Grubhub.com or visit the Grubhub Blog.

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 nearly 24 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 nearly 300,000 restaurants and is proud to partner with more than 200,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPage.

Just Eat Takeaway.com to combine with Grubhub to create a leading global online food delivery player

Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET), (the “Company” or “Just Eat Takeaway.com”), and Grubhub Inc. (NYSE: GRUB) (“Grubhub”) have entered into a definitive agreement whereby the Company is to acquire 100% of the shares of Grubhub in an all-stock transaction (the “Transaction”) to create the world’s largest online food delivery company outside of China, measured by Gross Merchandise Value (“GMV”) and revenues.

The Transaction represents Just Eat Takeaway.com’s entry into online food delivery in the United States (“U.S.”) and builds on the strategic rationale for its recent merger with Just Eat plc (“Just Eat”). A combined Just Eat Takeaway.com and Grubhub (the “Combined Group”) will become the world’s largest online food delivery company outside of China1, with strong brands connecting restaurant partners with their customers in 25 countries. The Combined Group will be built around four of the world’s largest profit pools in online food delivery: the U.S., the United Kingdom (“U.K.”), the Netherlands and Germany, increasing the Combined Group’s ability to deploy capital and resources to strengthen its competitive positions in all its markets. The Combined Group has strong leadership positions in almost all countries in which it is present and will become a significant player in North America. Just Eat Takeaway.com owns the leading Canadian business SkipTheDishes. The Combined Group is one of the few profitable players in the space and processed approximately 593 million orders in 2019 with more than 70 million combined active customers globally.

Key Terms
∙ Under the terms of the Transaction, Grubhub shareholders will be entitled to receive American depositary receipts (“ADRs”) representing 0.6710 Just Eat Takeaway.com ordinary shares in exchange for each Grubhub share, representing an implied value of $75.15 for each Grubhub share (based on the undisturbed closing price of Just Eat Takeaway.com on 9 June 2020 of €98.602) and implying a total equity consideration (on a fully diluted basis) of $7.3 billion.
∙ Immediately following completion of the Transaction, Grubhub shareholders are expected to own ADRs representing approximately 30.0% of the Combined Group (on a fully diluted basis).
∙ On completion, Matt Maloney, CEO and founder of Grubhub, will join the Just Eat Takeaway.com Management Board and will lead the Combined Group’s businesses across North America and two current Grubhub Directors will join the Just Eat Takeaway.com Supervisory Board.
∙ The Transaction is subject to the approval of both Just Eat Takeaway.com’s and Grubhub’s shareholders, as well as other customary completion conditions. Subject to satisfaction of the conditions, completion of the Transaction is anticipated to occur in the first quarter of 2021.
∙ The Combined Group will be headquartered and domiciled in Amsterdam, the Netherlands, with its North American headquarters in Chicago and a significant presence in the U.K..
∙ Just Eat Takeaway.com is listed on Euronext Amsterdam and the Main Market of the London Stock Exchange and will introduce an ADR listing in the U.S..

1 Measured by GMV and revenues.
2 Converted to USD from EUR at an exchange rate of 1.13585, the exchange rate at 17:30 CET / 16:30 BST on 9 June 2020.

Both the Managing Board and the Supervisory Board of Just Eat Takeaway.com and the Board of Directors of Grubhub are recommending the Transaction to their respective shareholders. Jitse Groen, CEO and founder of Just Eat Takeaway.com, has entered into a voting and support agreement, and subject to and in accordance with the terms thereof, has committed to vote in favour of the Transaction at the Just Eat Takeaway.com extraordinary general meeting (“EGM”).

Jitse Groen, CEO and founder of Just Eat Takeaway.com, said: “Matt and I are the two remaining food delivery veterans in the sector, having started our respective businesses at the turn of the century, albeit on two different continents. Both of us have a firm belief that only businesses with high-quality and profitable growth will sustain in our sector. I am excited that we can create the world’s largest food delivery business outside China. We look forward to welcoming Matt and his team to our company and working with them in the future.”

Matt Maloney, CEO and founder of Grubhub, commented: “When Grubhub and Seamless were founded, the online takeout industry didn’t exist in the U.S.. My vision was to transform the delivery and pick-up ordering experience. Like so many other entrepreneurs, we started modestly – restaurant by restaurant in our Chicago neighbourhood. Today, Grubhub is a leader across North America. I’ve known Jitse since 2007 and his story is much like mine. Combining the companies that started it all will mean that two trailblazing start-ups have become a clear global leader. We share a focus on a hybrid model that places extra value on volume at independent restaurants, driving profitable growth. Supported by Just Eat Takeaway.com, we intend to accelerate our mission to be the fastest, best and most rewarding way to order food from your favourite local restaurants in North America and around the world. We could not be more excited.”

Strategic Rationale
Just Eat Takeaway.com’s mission has consistently been focused on becoming the best food delivery company on the planet. Since its founding in 2000, Takeaway.com has chosen only to enter into markets in which it believes it can become a leader and be profitable. In fact, it is one of the rare examples of a profitable food delivery platform. The profits in the Netherlands helped secure a leadership position in Germany and other Continental European countries. The growth and profitability of the Takeaway.com businesses eventually allowed it to merge with Just Eat, another profitable European food delivery business. As a result, Just Eat Takeaway.com has leading positions in three of the world’s four largest profit pools for food delivery: the U.K., Germany and the Netherlands.

Just Eat Takeaway.com management believes that Grubhub is the best food delivery company in the U.S. and it is the only one which is culturally similar to Just Eat Takeaway.com. It has its origins in marketplace, and unlike most other food delivery companies, it has consistently been EBITDA positive. The competitive situation in the U.S. has changed over the past few years. In response, Grubhub successfully transformed its business into a hybrid model to meet the heightened competition. Just Eat Takeaway.com management believes that this is the right strategy. Success in the U.S. depends on deploying the right mix of logistics and marketplace region-by region, a balance Grubhub has achieved with profitable leading positions in key U.S. population centres. Despite this progress, the U.S. remains an underpenetrated market, with a tremendous TAM. It is nowhere near its end-state.

Grubhub as part of Just Eat Takeaway.com will become a much stronger business. Just Eat Takeaway.com owns SkipTheDishes, the clear leader in Canada. By building a North American leadership position, Just Eat Takeaway.com will be able to further strengthen both the Canadian and U.S. businesses. Just Eat Takeaway.com will prioritise sustainable growth over profits, as this has been a major driver of its strategy and success in Europe. Grubhub has leading positions in a number of large U.S. cities, including New York. Just Eat Takeaway.com intends to invest in expanding these leading positions.

While in spirit Just Eat Takeaway.com is the same company as at the beginning of last year, in size it is not. Just Eat Takeaway.com has become one of the world’s largest food delivery companies. The latter also means that its main competitors are no longer from Europe. They are large international operators. This transaction significantly strengthens its global competitive position.

Transaction Highlights
∙ Creates the world’s largest food delivery company, outside of China, measured by GMV and revenue.
∙ The Company is one of the few profitable players at scale in the space.
∙ Creates a company built around four of the world’s largest profit pools in food delivery: the U.S., the U.K., the Netherlands and Germany. These markets show substantial further opportunities for growth, significant penetration upside and longer-term profitability improvements.
∙ Grubhub will be much stronger as part of Just Eat Takeaway.com. The combination with Just Eat Takeaway.com’s Canadian business, SkipTheDishes, as well as 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’s differentiated offering provides it with unique advantages given its large marketplace business, its Seamless corporate business, its large geographic footprint and extensive customer and restaurant relationships.
∙ 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 greater ability to leverage investments, in particular in technology, marketing and restaurant delivery services across the combined business.
∙ 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.

Current Trading Update

∙ Strong accelerated growth with order growth up +41% in April and May 2020
∙ In the Company’s most important markets, the trading momentum witnessed in late-March continued into April and May with order growth in the U.K. of +33%, the Netherlands +38%, and Germany +48%. In Canada, order growth was particularly strong with +97%.
∙ Almost all of the markets most significantly affected by the COVID-19 crisis have now recovered to above pre-crisis order levels.
∙ Just Eat Takeaway.com provided substantial financial and operational relief to its restaurant partners across its markets. A range of local initiatives, worth millions of Euros, were provided to healthcare workers, including free meals delivered to hospitals and country-wide discounts for healthcare workers and their families.

∙ Grubhub Gross Food Sales, which is the primary driver of revenue, was +59% in April and May compared to April and May of last year.
∙ Grubhub demonstrated broad strength across older markets and new. New York continues to rebound from March lows, with consumer volume above pre-COVID-19 levels.
∙ Robust growth trends have sustained throughout May and into June. Average order size remains high.
∙ Grubhub has seen an increase in activity from return diners and high quality new diners. Diner retention is meaningfully higher than prior quarters.
∙ Grubhub continues to support local restaurants with over $100 million to help them through the pandemic, including deferring commissions, substantial diner promotions, contactless delivery and investments in the company’s driver network to maintain a high level of service and safety.

3 Aggregated German orders, including pre-acquisition.

Overview of Grubhub and the Combined Group

Description of Grubhub
∙ Grubhub is a leading online and mobile food-ordering and delivery marketplace in the U.S., with nearly 300,000 restaurants across 4,000 U.S. cities.
∙ The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.
∙ For the 2019 financial year, Grubhub had 23 million active customers, recorded 180 million orders, GMV of $5.9 billion and revenues of $1.3 billion.

Integration Planning
∙ Just Eat Takeaway.com highly respects the Grubhub management team and, following the completion of the Transaction, Matt Maloney will lead the Combined Group’s businesses in North America, including Canada.
∙ Grubhub will continue to be headquartered in Chicago, U.S.
∙ Upon completion of the Transaction, the Combined Group will initiate a programme to plan for integration, based on bringing together both companies’ experience of integrating acquisitions to minimise disruption to restaurants and consumers, whilst delivering the expected opportunities and benefits of the Transaction for the Combined Group’s stakeholders.
∙ The integration of Just Eat’s business is progressing well and is not expected to be affected by the acquisition of Grubhub. As one of the first major milestones, in the first week of June 2020, Just Eat’s market leading Swiss business was migrated to Just Eat Takeaway.com’s central European IT platform and the teams are working through further steps in the broader integration process.

4 Just Eat Takeaway.com figures based on unaudited financials. Grubhub financials prepared in accordance with US GAAP, Just Eat Takeaway.com prepared in accordance with IFRS.
5 Converted from USD to EUR at exchange rate of 0.9000.
6 Just Eat Takeaway.com figures pro forma for the Just Eat/Takeaway.com combination.

Key Terms of the Merger Agreement
On 10 June 2020, Just Eat Takeaway.com entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Just Eat Takeaway.com, Grubhub, Checkers Merger Sub I, Inc. (“Merger Sub I”), a Delaware corporation and a wholly-owned subsidiary of Just Eat Takeaway.com, and Checkers Merger Sub II, Inc. (“Merger Sub II”), a Delaware corporation and a wholly-owned subsidiary of Just Eat Takeaway.com, providing for the acquisition by Just Eat Takeaway.com of all of the issued and outstanding shares of common stock of Grubhub.

At the effective time of the Transaction, on the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock of Grubhub will be converted into the right to receive ADRs representing 0.6710 Just Eat Takeaway.com ordinary shares, without interest.

Consummation of the Transaction is subject to customary closing conditions, including (i) the required approval of the Merger Agreement by the shareholders of Just Eat Takeaway.com and Grubhub; (ii) completion of any review by U.S. and U.K. antitrust authorities and the Committee on Foreign Investment in the United States (CFIUS); (iii) the absence of any order prohibiting the Transaction; (iv) the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement (subject to customary materiality qualifiers); (v) the absence of any material adverse effect on Just Eat Takeaway.com or Grubhub since the date of the Merger Agreement; and (vi) approval of listing of the Just Eat Takeaway.com ADRs to be issued as the merger consideration on a U.S. stock exchange.

Just Eat Takeaway.com and Grubhub have each made customary representations and warranties and covenants in the Merger Agreement. Among other things, each of Just Eat Takeaway.com and Grubhub may not solicit or participate in discussions with third parties regarding alternative acquisition proposals, subject to exceptions that allow each of Just Eat Takeaway.com and Grubhub under certain circumstances to provide information to and participate in discussions with third parties with respect to unsolicited alternative acquisition proposals. In addition, until the termination of the Merger Agreement or the effective time of the Transaction, each of Just Eat Takeaway.com and Grubhub has agreed to use reasonable best efforts to operate its business in the ordinary course of business in all material respects and has agreed to certain other negative covenants. The Merger Agreement contains certain termination rights for Just Eat Takeaway.com and Grubhub. Upon termination of the Merger Agreement under specified circumstances, including if Just Eat Takeaway.com or Grubhub terminates the Merger Agreement in order to accept an alternative acquisition proposal that constitutes a superior proposal or if the board of one party changes its recommendation of the transaction, Just Eat Takeaway.com or Grubhub, as applicable, will be required to pay the other party a termination fee of $144 million.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement.

Information on Just Eat Takeaway.com
Just Eat Takeaway.com (AMS: TKWY, LSE: JET) is a leading global online food delivery marketplace outside China. Headquartered in Amsterdam, the Company is focused on connecting consumers and restaurants through its platforms. With over 155,000 connected restaurants, Just Eat Takeaway.com offers consumers a wide variety of food choice. Just Eat Takeaway.com mainly collaborates with delivery restaurants. In addition, Just Eat Takeaway.com provides its proprietary restaurant delivery services for restaurants that do not deliver themselves. The combination of Just Eat and Takeaway.com has rapidly grown to become a leading online food delivery marketplace with operations in the U.K., the Netherlands, Germany, Denmark, France, Ireland, Italy, Norway, Spain, Belgium, Poland, Austria, Israel, Switzerland, Luxembourg, Portugal, Bulgaria, Romania, Australia, New Zealand, Canada, Mexico and Brazil. In the financial year ended 31 December 2019 and prior to the completion of the merger with Just Eat, the Company generated revenues of €416 million, loss before tax of €88 million and as at 31 December 2019 had gross assets of €1,659 million.

Information on 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 nearly 24 million active diners. Dedicated to connecting diners with the food they love from their favourite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features nearly 300,000 restaurants and is proud to partner with more than 200,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages. In the financial year ended 31 December 2019, Grubhub generated revenues of $1,312 million, loss before tax of $26.8 million and as at 31 December 2019 had gross assets of $2,375 million.

Next Steps, Conditions and Timeline
The size of the Transaction means that it is classed as a Class 1 transaction under the UK Listing Rules. Accordingly, and also pursuant to Dutch law, the Transaction is conditional upon, among other matters, the approval of the Transaction by the Company’s shareholders. An EGM will be convened in due course for the Company’s shareholders to consider and, if thought fit, approve the Transaction. The resolution to be put to shareholders at the EGM will be set out in a Class 1 circular and convocation of the EGM. The Class 1 circular and the convocation of the EGM will be made available on the corporate website of Just Eat Takeaway.com (https://corporate.takeaway.com) in advance of the EGM. The EGM is expected to take place in the second half of 2020. The Transaction is also subject to Grubhub shareholder approval. The Transaction is anticipated to complete in the first quarter of 2021.

Conference Call and Webcast Details
Jitse Groen, Matt Maloney, Brent Wissink and Jörg Gerbig will host an analyst and investor conference call to discuss the Transaction at 14:00 CEST / 13:00 BST / 08:00 EDT on 11 June 2020. Information on how to access the live audio webcast can be found at https://corporate.takeaway.com and https://investors.grubhub.com. The recorded audio webcast (together with the accompanying slides) will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Eat Takeaway.com’s and Grubhub’s websites.

Just Eat Takeaway.com

Jitse Groen, CEO
Brent Wissink, CFO
Jörg Gerbig, COO

Investors:
Joris Wilton
E: Joris.Wilton@takeaway.com
T: +31 6 143 154 79

Media:
Charles Armitstead / Ben Foster (London) +44 (0) 7703 330 269 / +44 (0) 7776 240 806
Katherine Kim (New York) +1 917 455 4102
E: takeaway@teneo.com
For more information please visit the Company’s corporate website: https://corporate.takeaway.com
This press release contains inside information as meant in clause 7(1) of the Market Abuse Regulation.

BofA Securities
(Joint financial adviser and corporate broker to Just Eat Takeaway.com)
Ference Lamp
Peter Luck
Ric Spencer
Kieran Millar

Goldman Sachs International (Joint financial adviser and corporate broker to Just Eat Takeaway.com)
Clif Marriott
Barry O’Brien
Nick Harper
Duncan Stewart

Grubhub
Matt Maloney, Founder and CEO
Adam DeWitt, President and CFO
+44 (0) 20 7628 1000 +44 (0) 20 7774 1000

Investors:
Adam Patnaude
E: ir@grubhub.com
Media:
E: press@grubhub.com or Joele Frank, Wilkinson Brimmer Katcher Eric Brielmann, Kelly Sullivan +1 212 355 4

Evercore (Lead financial adviser to Grubhub) +1 212 857 3100
Zaheed Kajani
Naveen Nataraj
Bill Anderson

Centerview Partners (Financial adviser to Grubhub) +1 212 380 2650
Blair Effron
David Hess
Tyler Brooke

Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek N.V. and Slaughter and May are retained as legal advisers to Just Eat Takeaway.com. Kirkland and Ellis LLP, Wilson Sonsini Goodrich & Rosati and NautaDutilh N.V. are retained as legal advisers to Grubhub.

Important Notice Relating to Financial Advisers
Bank of America Merrill Lynch International DAC, Amsterdam Branch (“BofA Securities”), a subsidiary of Bank of America Corporation, is acting exclusively for Just Eat Takeaway.com in connection with the Transaction and for no one else and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to its clients or for providing advice in relation to the Transaction.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Just Eat Takeaway.com and no one else in connection the Transaction and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the Transaction.

Forward Looking Statements
This release 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 regulatory approvals and meet other closing conditions to the proposed merger on a timely basis or at all, including the risk that regulatory approvals required for the proposed merger are not obtained on a timely basis or at all or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the proposed merger; the ability to obtain approval by Grubhub stockholders and Just Eat Takeaway.com shareholders 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.

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 release, unless otherwise indicated, and there is no implication that the information contained in this release 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 February 28, 2020, 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.corporate.takeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this release, or to update, supplement or correct the information set forth in this release 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 will file 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 will include 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”). 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 WILL 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.corporate.takeaway.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.corporate.takeaway.com

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 proxy statement dated April 9, 2020 for its 2020 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 2020 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 2019 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com’s website, www.corporate.takeaway.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.

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.

The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.