--- title: "Naspers — Prosus: JET residual shareholders and Delivery Hero commitments" language: en canonical: https://dossiertwist.com/dossiers/naspers/jet-takeover-squeezeout-and-delivery-hero/ as_of: 2026-09-21 keywords: ["Naspers","Prosus","voting control","Nasbel","Keerom","Wheatfields","Takealot","PayU","Media24"] --- # Naspers — Prosus: JET residual shareholders and Delivery Hero commitments **Question.** How do the acquisition, squeeze-out and retained competitor stake relate? **Answer.** The later court order concerns residual JET securities. Delivery Hero’s equity-accounting change and announced stake reductions are distinct from full disposal of that investment. ## The residual-share order after the takeover - Analysis: The Amsterdam Enterprise Chamber granted MIH Bidco Holdings’ squeeze-out claim concerning Just Eat Takeaway.com on 30 June 2026. The court found that the bidder held about 98% of the relevant capital when it sued, exceeding the statutory 95% capital and voting threshold. The offer acceptance calculation also exceeded the separate 90% threshold supporting the offer price as fair. [s-d237] - Qualification: Deutsche Bank Trust Company Americas and the CREST entities had depositary or nominee capacities in the securities structure. Their appearance as defendants does not make them strategic owners of the business or wrongdoers. This was a statutory acquisition procedure, not a fraud judgment. - Outcome: The court fixed €20.30 per share at the 21 October 2025 reference date, with statutory interest until payment or consignment and adjustments for distributions, and ordered transfer against payment. The offer’s ADS equivalent was one-fifth of the share price, denominated in US dollars. ## A retained stake, a disposal commitment and announced sales - Analysis: At 31 March 2026 Prosus held a non-controlling 26.62% interest in Delivery Hero. Its FY26 report describes April and May announcements to sell approximately 9.5% of the issued capital to Uber and Aspex Management for combined proceeds of approximately €605 million. Reducing the stake was a commitment associated with European Commission approval of the JET acquisition. [s-d17] [s-d126] [s-d178] - Qualification: Losing significant influence and ending equity accounting in August 2025 did not mean the shares had all been sold. The April report’s 4.5% Uber transaction and expected 21.8% remaining stake are one stage of the sequence, not the position after both announced sales. Announcement is not by itself completion of every transfer. - Outcome: The company reports that on 29 May 2026 the Commission extended the original disposal period to allow clarity on possible tender offers and Delivery Hero’s shareholder structure; the new deadline was confidential. ## Sources - [s-d237] Court record concerning Naspers or the identified participant, Netherlands Judiciary - [s-d17] Company statement source · s-d17 - [s-d126] Media source · s-d126 - [s-d178] Media source · s-d178