Cat Rock Capital owns about 17.7 million shares of the common stock of Just Eat, which is headquartered in London, England.
Last week, Prosus made an unsolicited £4.9bn cash bid to acquire Just Eat, which had already agreed to an all-share offer from rival Takeaway.com.
Cat Rock Capital said Just Eat shareholders are being directly and materially harmed by Delivery Hero’s sustained selling programme in Takeaway.com stock, which is undermining the value of Takeaway.com’s bid for Just Eat.
Prosus is the largest shareholder in Delivery Hero with a 22.3% stake.
Cat Rock Capital said Delivery Hero announced a minimum price 13% below Takeaway.com’s trading price with no obvious economic justification for the size of the discount.
The investment firm said that Delivery Hero’s bizarre and uneconomic sale of Takeaway.com stock seemed deliberately intended to depress Takeaway.com’s price.
Cat Rock Capital Management founder and managing partner Alex Captain said: “Prosus and its concert parties cannot be allowed to undermine competing bids for Just Eat. The Just Eat Board and relevant authorities must take action to restore the integrity of this sale process.”
“Press reports suggest Prosus believes its 710p per share offer is a ‘full and fair price’ for Just Eat. We think the Prosus bid is neither full nor fair. Amazingly, Prosus has actually offered a discount to the value of the Takeaway.com bid before Prosus’ own portfolio company began selling Takeaway.com shares in the open market.”