Just Eat Takeaway.com receives all regulatory approvals required in respect of its proposed acquisition of Grubhub (GRUB)

Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET), (the "Company" or "Just Eat Takeaway.com") and Grubhub Inc. (NYSE: GRUB) ("Grubhub") announce receipt of all regulatory approvals required in respect of Just Eat Takeaway.com's proposed acquisition of Grubhub.

On 10 June 2020, Just Eat Takeaway.com and Grubhub announced that the parties had entered into a definitive agreement (the "Merger Agreement") whereby Just Eat Takeaway.com is to acquire 100% of the shares of Grubhub in an all-share combination (the "Transaction").

Just Eat Takeaway.com and Grubhub announced that the Committee on Foreign Investment in the United States ("CFIUS") has concluded its review of the Transaction under Section 721 of the Defense Production Act of 1950 and has determined that there are no unresolved national security concerns with respect to the Transaction. As previously disclosed on 2 July 2020, the United Kingdom Competition and Markets Authority (the "CMA") indicated in a response to a briefing paper submitted by Just Eat Takeaway.com in relation to the Transaction that it had no further questions, and on 7 July 2020, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Transaction. Therefore, all regulatory approvals required for the completion of the Transaction have now been obtained.

Additionally, on 4 September 2020, Just Eat Takeaway.com and Grubhub announced the entry into an amendment to the Merger Agreement to extend the long stop date under the Merger Agreement from 10 June 2021 to 31 December 2021. The amendment provides additional certainty for the parties regarding the timing of the necessary steps to completion, including the registration of Just Eat Takeaway.com ordinary and American depositary shares in the U.S. under the Securities Act of 1933.

The Transaction remains subject to the approval of both Just Eat Takeaway.com's and Grubhub's shareholders, as well as other customary closing conditions.

Just Eat Takeaway.com and Grubhub note the Transaction is proceeding as expected and continue to expect the Transaction to be completed in the first half of 2021.

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