The European Commission (EC) has approved Naspers’ acquisition of Just Eat Takeaway.com (JET) via its subsidiary Prosus.
This approval is subject to Naspers fulfilling specific commitments.
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In February 2025, Prosus entered a conditional agreement to acquire Just Eat Takeaway.com for €4.1bn ($4.2bn).
JET operates food delivery platforms in various EU member states, while Prosus is Naspers’ investment entity, holding interests in multiple portfolio companies.
Prosus has a 27.4% stake in Delivery Hero, a rival of JET, with both companies active in Austria, Bulgaria, Italy, Poland and Spain.
The commission raised initial concerns regarding the potential impact of the structural relationship between JET and Delivery Hero.
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By GlobalDataIt suggested that the merger could reduce JET’s competitive incentives and increase the risk of tacit coordination between the two companies, potentially resulting in elevated prices, market exits or barriers to entry in new markets within the European Economic Area (EEA).
To address these issues, Naspers has committed to lowering its stake in Delivery Hero to “below a specified very low percentage” within a year.
Naspers has also agreed to implement further measures to ensure it does not influence Delivery Hero’s commercial decisions or strategic direction.
As a result, Prosus will no longer hold the largest share in Delivery Hero based on current third-party interests.
Naspers will not exercise voting rights linked to its remaining limited shareholding in Delivery Hero for a defined period.
It will also refrain from recommending or approving any individuals for positions on the management board or supervisory board of Delivery Hero.
Following a market assessment, the commission determined that the transaction, modified by these commitments, would not raise competition concerns.
The approval is contingent upon Naspers’ complete adherence to the commitments, which will be overseen by an independent trustee appointed by the commission.
