Grubhub Doubles Down On Its Commitment To Supporting Restaurants With The Grubhub Guarantee

The Grubhub Guarantee helps restaurants by guaranteeing on-time delivery and the best prices for diners when they order from Grubhub

CHICAGO, July 12, 2021 /PRNewswire/ — Grubhub, a leading U.S. food-ordering and delivery marketplace, today announced the Grubhub Guarantee, the company’s newest feature promising diners on-time delivery and the lowest price relative to competitors, or Grubhub will make it right with Grubhub Perks for free food.

In a study of thousands of consumers, Grubhub looked at what mattered most to diners, and on-time delivery came in as one of the top factors when choosing a food delivery platform. With the Grubhub Guarantee, Grubhub is standing behind on-time delivery and lowest price in order to facilitate a great diner experience and protect restaurants’ reputation. The Grubhub Guarantee builds on the recently-launched Grubhub Direct, which gives restaurants a commission-free option to build their online presence and underscores the company’s ongoing commitment to serve restaurants as they recover from a tough year.

“Restaurants work incredibly hard to create the best experience for diners, and we are helping to safeguard the reputations of our restaurant partners through Grubhub Guarantee,” said Adam DeWitt, Grubhub CEO. “We have been building and refining the online ordering and delivery process since 2004, and restaurants rely on us to connect them to diners and help them grow. We take restaurants’ brand reputations seriously and believe Grubhub Guarantee will help restaurants grow their online business.”

The Grubhub Guarantee makes it simple for diners to submit claims on eligible orders with a few taps. Once submitted, Grubhub will review the details and, if an order qualifies, provides a Grubhub Guarantee Perk for the diner to use on their next order. Grubhub offers two guarantees:

  • Lowest price Grubhub Guarantee: If a diner finds a better price for their Grubhub order on another third-party delivery service, Grubhub will make up the difference and then some with Grubhub Perks.
  • On-time delivery Grubhub Guarantee: If an order arrives late, Grubhub will send the diner Grubhub Perks to use on their next order.

Launching with a robust marketing campaign, the Grubhub Guarantee is featured in a national TV spot underscoring the company’s commitment to guarantee value and service to diners on behalf of restaurants. Additionally, influential athletes across the country, including Alex Morgan, Allyson Felix, Caeleb Dressel, Hunter Woodhall and Tara Davis, will create unique content across social channels, echoing the importance of consistency for good performance — a theme of the campaign.

The Grubhub Guarantee is subject to additional terms and conditions. For full terms and more information on the Grubhub Guarantee, including how to submit a claim, visit www.grubhub.com/guarantee.

About Grubhub
Grubhub is part of Just Eat Takeaway.com (LSE: JET, AMS: TKWY, NASDAQ: GRUB), a leading global online food delivery marketplace. Dedicated to connecting more than 33 million 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 more than 300,000 restaurant partners in over 4,000 U.S. cities.

 

Grubhub and Yandex SDG Partner for Robot Delivery on College Campuses

Yandex autonomous delivery robots will expand Grubhub’s delivery capabilities, including in campus areas only accessible by foot

Grubhub, the leading online and mobile food-ordering and delivery platform on college campuses, and Yandex Self-Driving Group (SDG), a leading autonomous vehicles developer inside Yandex, one of Europe’s largest internet companies, announced today a multi-year partnership where Yandex will be Grubhub’s robot delivery provider. Grubhub will now provide campus partners the ability to deploy Yandex robots on-site for faster, more cost-effective deliveries to complement its existing capabilities tailored for colleges and universities.

Marking its break into the U.S. market, Yandex’s delivery robots use the company’s proprietary self-driving technologies, including autonomous navigation of pavements, pedestrian areas, and crosswalks, making it possible to reach areas on campus not accessible by cars. Such functionality enables the robots to handle delivery tasks without human guidance, providing efficient automation for last mile logistics scenarios.

“Together with Yandex, we’re changing the way college students experience food delivery,” said Brian Madigan, vice president of corporate and campus partners at Grubhub. “We’re excited to offer these cost-effective, scalable and quick food ordering and delivery capabilities to colleges and universities across the country that are looking to adapt to students’ unique dining needs. While college campuses are notoriously difficult for cars to navigate, specifically as it relates to food delivery, Yandex robots easily access parts of campuses that vehicles cannot — effectively removing a major hurdle universities face when implementing new technology.”

Grubhub partners with more than 250 college campuses across the United States to give students the ability to integrate meal plans directly into their Grubhub account and access restaurants both on- and off-campus for delivery and pickup. With the Yandex SDG partnership, universities can bring this technology to their campuses and disrupt the traditional status quo dining experience. Grubhub campus dining also offers contact-free delivery, and students enrolled in campus dining at participating campuses are able to claim a free Grubhub + membership.

“We chose to partner with Grubhub for campus delivery because of Grubhub’s unparalleled reach into college campuses across the United States, as well as the flexibility and strength of their ordering platform,” said Dmitry Polishchuk, CEO of Yandex Self-Driving Group. “We are delighted to deploy dozens of our rovers, taking the next step in actively commercializing our self-driving technology in different markets across the globe.”

Yandex robots, called rovers, are able to perform last-mile deliveries on pre-mapped areas; operate during daylight, night, average snow and rain; navigate autonomously between pick up and drop off points; and use regulated and unregulated crosswalks. As the delivery robot approaches its final destination, the diner receives a push notification with the status update, and when it arrives, they open the hatch of the rover via the Grubhub app. The diner then takes the food out of the opened rover, closes the hatch and lets it proceed to the next delivery.

“As we looked for a robot delivery partner, we recognized that we not only needed best-in-class technology, but the resources and scale to meet the unique demands of our campus clients,” said Sean Ir, director of strategic partnerships at Grubhub. “Yandex was the clear choice, and together we will serve colleges and universities across the country better than ever before.”

Grubhub and Yandex’s partnership will be available to universities for the Fall semester. For more information on Grubhub campus dining, please click here.

Grubhub Releases Third Annual “State of the Plate” Report

Mid-Year Report Looks at Top Food Trends to Date, Popular Restaurants, Forecasts Ahead, and More

CHICAGO, June 30, 2021  /PRNewswire/ — As we approach a new normal and restaurants reopen, there’s a lot to look forward to for the rest of the year. Before looking ahead, let’s rewind to see how diners ate their way through the last six months. Grubhub, part of leading global online food delivery marketplace Just Eat Takeaway.com, today launched the third annual “State of the Plate” report. Looking at trends from hundreds of thousands average daily orders, Grubhub’s mid-year report checks in on what has shaped 2021 thus far, including the top trending foods, popular restaurants across the country, and what we can expect to see more of in the second half of the year.

TOP FOODS OF 2021 TO DATE

Unlike 2020, diners opted for the plant-based versions of delivery classics so far in 2021. And while last year’s top food, the wildly popular spicy chicken sandwich, didn’t make the list, the Nashville hot chicken sandwich still made the top 10.

  1. Plant-based sausage wrap: (+549%)
  2. Bubble milk tea: (+505%)
  3. Birria taco: (+500%)
  4. Everything omelet: (+454%)
  5. Strawberry banana cream smoothie (+430%)
  6. Spicy miso tonkotsu ramen: (354%)
  7. Churro waffle: (+339%)
  8. Beef empanada: (+333%)
  9. Nashville hot chicken sandwich: (+327%)
  10. Korean barbecue cauliflower wing: (+302%)

Disclaimer: The top foods below have seen the fastest growth on the Grubhub platform during the first half of 2021.

Top Side Dishes: Southern-inspired side dishes reign supreme in 2021.

  1. Cajun fries: (+630%)
  2. Red beans and rice: (+612%)
  3. Corn chowder: (+603%)
  4. Jalapeno bites: (+465%)
  5. Biscuits and gravy: (+368%)

Top Desserts:Pies and chocolate are a recurring theme in the dessert category.

  1. Chocolate french silk pie: (+698%)
  2. Cinnamon apple pie: (+584%)
  3. Frozen custard: (+486%)
  4. Cookies & cream milkshake: (+458%)
  5. Peanut butter & hot fudge sundae: (+423%)

TOP FOODS ACROSS MAJOR MARKETS

Look close enough and it’s clear that 2021 brought some twists on local favorites (we’re looking at you, Chicago and Philadelphia).

New York City: Toasted Monte Cristo panini (+691%)
Los Angeles: Beef barbacoa taco (+686%)
Chicago: Thin crust pepperoni pizza (+694%)
Philadelphia: Cheesesteak wrap (+694%)
Dallas-Fort Worth: Chicharron taco (+690%)
Houston: Smoked mac and cheese (+592%)
Boston:Meatball and tomato ragu (+689%)
Atlanta: Chicken & waffles (+532%)
Bay Area (SF, San Jose, Oakland): Brisket pho (+697%)
Washington D.C.: Jumbo lump crab cake (+562%)

RESTAURANTS RISING IN POPULARITY

From bagels to pizza and everything in between, Grubhub looked at various factors, including overall orders, reorder rates, and ratings, to find some of the most popular restaurants across the country.

VEGAN & PLANT-BASED TRENDS CONTINUE TO GROW

Like we saw in Grubhub’s 2020 Year in Food Report, diners continue to eat plant-based, but the pace has slowed down a bit compared to previous years. So far this year, vegan orders have risen by 17%, plant-based burgers specifically increasing by 28%, and general vegetarian orders by a whopping 55%!

Top Vegan Orders

  1. Plant-based sausage wrap: (+549%)
  2. Barbecue cauliflower wing: (+302%)
  3. Mushroom & tofu broth ramen: (+299%)
  4. Sauteed string bean + garlic: (+264%)
  5. Grilled vegetable hummus bowl: (+242%)

Top Cities for Vegans

  1. Los Angeles, CA
  2. New York City, NY
  3. Portland, OR
  4. Miami, FL
  5. Philadelphia, PA

TOP ALCOHOL ORDERS

The pandemic allowed more restaurants across the country to deliver alcoholic beverages, and that trend continued into 2021. Diners jumped on board with the top orders ranging from light beer, tropical cocktails, and a brunch favorite.

  1. Dutch lager
  2. Hot sake
  3. Japanese beer
  4. Hibiscus margarita
  5. Blood orange margarita
  6. Aperol spritz
  7. Hard seltzer
  8. Peach Paloma
  9. Pina colada
  10. Mimosa

SEASONAL FAVORITES & FORECASTS

The weather tends to affect our eating habits, so we looked at which orders rose the most this past winter and spring. We expect a mix of hot and cold food orders to trend during the summer months and desserts during the fall months with one obvious go-to flavor.

Top Trends: Winter

  1. Short rib rigatoni: (+270%)
  2. corned beef and cabbage: (+219%)
  3. Butternut squash soup: (+154%)
  4. Grilled chicken avocado sandwich: (+131%)
  5. Chicken dum biryani: (+124%)

Top Trends: Spring

  1. Margherita pizza: (+283%)
  2. Strawberry lemonade freeze: (+210%)
  3. Peanut butter sundae: (+194%)
  4. Spicy chicken sandwich: (+165%)
  5. Chicken bacon ranch melt” (+154%)

Forecasts: Summer (in ranking order)

  1. Loaded chicken nachos
  2. Barbecue pork quesadilla
  3. Watermelon slushy
  4. Strawberry shortcake sundae
  5. Heirloom tomato salad

Forecasts: Fall (in ranking order)

  1. Vegan mapo tofu
  2. Truffle mushroom swiss burger
  3. Raspberry cheesecake
  4. Cookie & cream milkshake
  5. Pumpkin cupcake

TOP TRENDS ACROSS MEAL TIMES

Breakfast:Acai bowls dropped from #1 to #3, while morning drinks made the list this year.

  1. Mocha iced coffee: (+351%)
  2. Chorizo breakfast burrito: (+318%)
  3. Acai bowl: (+297%)
  4. Mango pineapple smoothie: (+207%)
  5. Shrimp & grits: (+178%)

Lunch: Thai chicken salads take the #1 spot for the second consecutive year.

  1. Thai chicken salad: (+324%)
  2. Chicken pot pie soup: (+278%)
  3. Chicken pesto sandwich: (+261%)
  4. Strawberry poppyseed salad and chicken: (+202%)
  5. Caribbean jerk chicken wrap: (+198%)

Dinner: Indian-inspired foods continue to be a favorite for dinner.

  1. Vegetable samosa: (+260%)
  2. Hawaiian teriyaki chicken skewers: (+247%)
  3. Eel avocado roll: (+244%)
  4. Tandoori chicken: (+220%)
  5. Seaweed salad: (+215%)

Late-night:Comfort foods and sweet desserts dominate late-night food orders.

  1. Pizza puff: (+294%)
  2. Strawberry cheesecake: (+269%)
  3. Buffalo chicken pizza: (+244%)
  4. Buffalo wings: (+234%)
  5. Hot fudge sundae: (+209%)

GIVING BACK IN 2021

Grubhub’s Donate the Change has raised tens of millions of dollars to support organizations in need. Throughout 2021, so far Grubhub diners have generously donated more than $13 million (including Grubhub’s match of eligible donations), supporting organizations including National ACE and most recently, the National LGBT Chamber of Commerce, in addition to the Grubhub Community Relief Fund to help those impacted by COVID-19.

Methodology: Grubhub’s “State of the Plate” report is based on trends gathered from tens of millions of orders on the Grubhub platform. Order trends detail the rise in popularity of food items placed by Grubhub diners from January-June 2021, as compared to the same timeframe in 2020.

About Grubhub
Grubhub is part of Just Eat Takeaway.com, a leading global online food delivery marketplace. Dedicated to connecting more than 33 million 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.

Matt Maloney Selected for Just Eat Takeaway.com Management Board and Adam DeWitt Promoted to Grubhub CEO

Grubhub today announced two new senior leadership appointments in coordination with the close of the Just Eat Takeaway.com (JET) transaction effective immediately. Founder and current CEO Matt Maloney will become a member of the JET Management Board and current President and CFO Adam DeWitt has been promoted to Grubhub CEO.

As part of the JET Management Board, Matt will be one of four executives running the global business, have a specific focus on North America, and be in charge of global integration and coordination. Adam will lead all functions across the U.S. business in his new role.

Commenting on the new appointments, Matt Maloney, the Founder of Grubhub and new member of the JET Management Board, said, “The closing of the transaction with JET is an appropriate time for this management transition. As we enter the next chapter, both JET and Grubhub are well positioned and poised for further success, with a shared purpose in serving our restaurant partners.

I’m excited to join the JET Management Board – our combined company is the leading online food delivery platform globally, and I look forward to helping tackle the global opportunities in front of us and extend our leadership position around the world.

I’m also confident that Adam will be successful in further building on the incredible progress that we’ve made at Grubhub in a relatively short period of time. He has been an indispensable part of our executive team going all the way back to 2011, even before our merger with Seamless. Adam’s leadership has been instrumental in our growth from $20 million in revenue in 2011 to over $2 billion.”

Adam DeWitt, the new CEO of Grubhub, said, “I’m honored to be the next CEO of Grubhub and ready to continue the great progress we’ve made over the past year in the U.S. We have a strong position in most large markets, the best team, and I am excited to join our partners at JET to build the leading global online ordering platform.

The increased scale, resources and support as part of JET will help us differentiate and capture a disproportionate share of growth in the U.S. Grubhub will now have greater flexibility to make strategic, long-term investment decisions than before. We are laser focused on being the platform of choice for diners, restaurants and drivers.”

Just Eat Takeaway.com completes acquisition of Grubhub

Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET, NASDAQ: GRUB), hereafter the “Company” or “Just Eat Takeaway.com”, and Grubhub Inc. (NYSE: GRUB) (“Grubhub”) are pleased to announce the completion of the Company’s acquisition of 100% of the shares of Grubhub in an all-share combination (the “Transaction”).

AMSTERDAMJune 15, 2021 /PRNewswire/ — The Transaction represents Just Eat Takeaway.com’s entry into online food delivery in the United States and builds on the strategic rationale for the Company’s merger with Just Eat plc. As a result of the Transaction, the Enlarged Group is now built around four of the world’s most attractive markets in online food delivery: the United States, the United Kingdomthe Netherlands and Germany, increasing the Enlarged Group’s ability to deploy capital and resources to strengthen its competitive positions in all markets.

Statement from Jitse Groen, CEO and founder of Just Eat Takeaway.com:

I have always believed that the combination of Takeaway.com, Just Eat and Grubhub is a winning combination. The new company is the market leader in EuropeCanada and Australia, with very strong positions in the most important markets in the United States. It is humbling to run such a company after our start in Holland more than twenty years ago. We welcome Matt and his team to this great company.

Statement from Matt Maloney, founder of Grubhub:

“I couldn’t be more excited to enter this next chapter of Grubhub’s story with the global leadership and experience of the Just Eat Takeaway team. Our companies share an unwavering focus on supporting restaurants and our communities around the world. Together we will continue to innovate and break new ground in our industry as we each have separately for the past 20 years.”

As a result of the Transaction, New Just Eat Takeaway.com Shares (represented by New Just Eat Takeaway.com ADSs) have now been issued for the benefit of Grubhub Stockholders in satisfaction of the consideration due under the terms of the Transaction. As a result, Grubhub Stockholders have received New Just Eat Takeaway.com ADSs representing approximately 30% of the Company’s issued share capital as of completion of the Transaction. In addition, Grubhub requested that the New York Stock Exchange (“NYSE“) delist Grubhub’s common stock, and, as a result, trading of the Grubhub common stock, which traded under the ticker symbol “GRUB” on the NYSE, was suspended following the close of trading on 14 June 2021. The New Just Eat Takeaway.com ADSs are expected to begin trading on Nasdaq under the ticker symbol “GRUB” on 15 June 2021.

The Company also confirms that, as described in the prospectus published by the Company on 12 May 2021 (the “Prospectus“), the admission of 62,798,005 New Just Eat Takeaway.com Shares to the premium listing segment of the UK Official List and to trading on the London Stock Exchange’s main market for listed securities took place at 8:00 am BST / 9.00 am CET15 June 2021 and that the admission of 62,798,005 New Just Eat Takeaway.com Shares to listing and trading on Euronext Amsterdam also took place at 8:00 am BST / 9.00 am CET15 June 2021.

Consequently, Just Eat Takeaway.com’s total issued share capital as at 15 June 2021 comprises 211,621,200 ordinary shares of €0.04 each with voting rights. The Company holds no shares in treasury. The total number of voting rights in the Company is therefore 211,621,200 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules and the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

As a result of the Transaction, it is expected that Matt Maloney’s appointment to the Just Eat Takeaway.com management board, and the appointments of Lloyd Frink and David Fisher to the Just Eat Takeaway.com supervisory board, will become effective shortly after completion, subject only to receiving from each of them formal confirmation that they accept their respective appointments.

Capitalised terms not otherwise defined in this announcement have the same meaning given to them in the Prospectus.

For more information, please visit the Company’s corporate website: https://www.justeattakeaway.com/

Additional information on https://justeattakeaway.com

Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek N.V. and Slaughter and May are retained as legal advisers to Just Eat Takeaway.com.

About Just Eat Takeaway.com
Just Eat Takeaway.com (LSE: JET, AMS: TKWY, NASDAQ: GRUB) is a leading global online food delivery marketplace.

Headquartered in Amsterdam, the Company is focused on connecting consumers and restaurants through its platforms, offering consumers a wide variety of food choice.  Just Eat Takeaway.com mainly collaborates with delivery restaurants, but also provides its proprietary restaurant delivery services for restaurants that do not deliver themselves.

The Company has rapidly grown to become a leading online food delivery marketplace with operations in the United StatesUnited KingdomGermanythe NetherlandsCanadaAustraliaAustriaBelgiumBulgariaDenmarkFranceIrelandIsraelItalyLuxembourgNew ZealandNorwayPolandPortugalRomaniaSpain and Switzerland, as well as through partnerships in Colombia and Brazil.

Disclaimers

Important Notice Relating to the Sponsor and Financial Advisers
Merrill Lynch International, which is authorised by the Prudential Regulation Authority (the “PRA“) and regulated by the FCA and the PRA in the United Kingdom, is acting as sponsor 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 clients of Merrill Lynch International or for providing advice in connection with the Transaction.

Bank of America Europe DAC, Amsterdam Branch (together with Merrill Lynch International, “BofA Securities“), a subsidiary of Bank of America Corporation, is acting as financial adviser 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 connection with the Transaction.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser 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 announcement may contain “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, difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; failing to fully realise anticipated synergies, cost savings and other anticipated benefits of the merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the completion of the merger; 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 long-term value of the common stock of the combined company; the continued availability of capital and financing; 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 any 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 and Just Eat Takeaway.com’s filings with the SEC, including Grubhub’s Annual Report on Form 10-K filed with the SEC on 1 March 2021, Grubhub’s Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K, and Just Eat Takeaway.com’s registration statement on Form F-4, which was declared effective by the SEC on 12 May 2021, and Current Reports on Form 6-K. Grubhub’s SEC filings are available electronically on Grubhub’s investor website at https://investors.grubhub.com and Grubhub’s and Just Eat Takeaway.com’s SEC filings are available electronically on the SEC’s website at https://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 also 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 https://www.justeattakeaway.com/.

Except as required by law, none of Grubhub, Just Eat Takeaway.com, BofA Securities or Goldman Sachs International assume any 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. No representation, assurance or guarantee is made that the occurrence of the events expressed or implied in any forward-looking statement will come to pass, in whole or in part, and none of Just Eat Takeaway.com, Grubhub, BofA Securities, Goldman Sachs International, nor any of the foregoing persons’ affiliates or their respective directors, officers, employees, agents and/or advisers accept any responsibility for such forward-looking statements. 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.

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 U.S. Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

General
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice (ii) a representation that any investment or strategy is suitable or appropriate to any individual investor or (iii) a personal recommendation to any individual investor.

For the avoidance of doubt, the content of the websites referred to herein are not incorporated by reference into, and do not form part of, this announcement.

SOURCE Grubhub Inc.

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.

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.

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

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; 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.

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.

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.

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.

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.

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; 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.

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 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”).

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.

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.

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.

 

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 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.

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; 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.

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 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”).

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.

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.

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.

 

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)