- \n
- Offer Document published following approval by Bafin<\/li>\n
- Acceptance period runs from August 27, 2026, to November 5, 2026<\/li>\n
- Offer Price of EUR 41.50 per share offered to all Delivery Hero shareholders<\/li>\n
- The Offer Price represents a premium of c. 108% to the unaffected closing share price of Delivery Hero on May 8, 2026<\/li>\n
- Management Board and Supervisory Board of Delivery Hero expected to publish their joint reasoned statement in due course and to support the Offer<\/li>\n<\/ul>\n
SAN FRANCISCO–(BUSINESS WIRE<\/a>)–Uber International Technologies II Corporation (the \u201cBidder\u201d), an indirect wholly-owned subsidiary of Uber Technologies, Inc. (NYSE: UBER) today published the Offer Document for its voluntary public takeover offer for all outstanding no-par value registered shares in Delivery Hero SE (\u201cDelivery Hero\u201d, ISIN DE000A2E4K43) not already held by the Bidder (the \u201cOffer\u201d), following approval by the German Federal Financial Supervisory Authority (\u201cBafin\u201d).<\/p>\n
From today, Delivery Hero shareholders can accept the Offer and tender their shares for EUR 41.50 in cash per Delivery Hero share (the \u201cOffer Price\u201d). The Offer Price represents a premium of c. 108% compared to the unaffected closing share price of Delivery Hero on May 8, 2026 and a premium of c. 127% compared to the unaffected volume-weighted average Xetra price of Delivery Hero during the last three months prior to and including May 8, 2026.<\/p>\n
The acceptance period runs from today, August 27, 2026, and ends on November 5, 2026, at 24:00 hours (Frankfurt am Main local time) \/ 06:00 pm (New York local time).<\/p>\n
The Management Board and Supervisory Board of Delivery Hero are expected to publish their joint reasoned statement in due course and to support the Offer.<\/p>\n
Transaction Background<\/b><\/p>\n
The Bidder announced on July 16, 2026, its intention to launch a voluntary public takeover offer for Delivery Hero, extending its multi-product platform to 99 markets, with combined pro-forma gross bookings of USD 236 billion in 2025. The takeover would nearly double the number of markets where Uber can offer both mobility and delivery services from 34 to 58. Prior to the launch of the Offer, Uber held approximately 24.77% of Delivery Hero\u2019s issued voting share capital and had additional economic exposure of approximately 11.74% of Delivery Hero\u2019s share capital through equity derivatives (which, depending on their terms, provide for cash settlement or permit physical delivery subject to regulatory approvals). Additionally, Uber entered into an irrevocable undertaking with Prosus for the acceptance of the Offer in respect of 51,116,174 Delivery Hero shares, representing approximately 16.68% of Delivery Hero\u2019s share capital and voting rights, bringing Uber\u2019s total economic interest to approximately 53%. Uber has committed to not entering into a Domination and Profit Transfer Agreement (DPLTA) for a period of three years.<\/p>\n
The Offer is subject to a minimum acceptance threshold of 50% plus one share of Delivery Hero\u2019s share capital, other than the treasury shares held by Delivery Hero, including, inter alia, shares already owned by Uber, as well as certain further conditions including receipt of required merger control and other regulatory clearances, as set out in full in the Offer Document.<\/p>\n
Delivery Hero has separately agreed to sell certain business operations in 14 markets to SSW Partners, a New York-based investment partnership with extensive experience in complex cross-border transactions. This transaction is separate from but conditional upon the closing of the Offer. Uber has no influence over SSW Partners or the Delivery Hero businesses acquired by SSW Partners.<\/p>\n
Information for Delivery Hero Shareholders<\/b><\/p>\n
Delivery Hero shareholders wishing to accept the Offer should contact their respective custodian bank to tender their shares and should be aware that custodian banks may set earlier internal deadlines that require action before November 5, 2026.<\/p>\n
The settlement of the Offer, including payment of the cash consideration, is expected in the second half of 2027.<\/p>\n
The binding German version of the Offer Document, a non-binding English translation and further information in connection with the Offer are available at www.delivering-value.com<\/a>. Copies of the Offer Document can be obtained in Germany free of charge from Morgan Stanley Europe SE, Gro\u00dfe Gallusstra\u00dfe 18, 60312 Frankfurt am Main, Germany (requests via fax at +49 69 2166 7676 or via email at newissues_germany@morganstanley.com<\/a> indicating a complete mailing or email address to which a copy of the Offer Document can be sent). A shareholder hotline for questions regarding the Offer is available Monday through Friday between 9:00 a.m. and 5:00 p.m. CET at +49 69 92014 9702 or via uber_x_deliveryhero@emberapartners.com<\/a>.<\/p>\n
About Uber<\/b><\/p>\n
Uber\u2019s mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 79 billion trips later, we\u2019re building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.<\/p>\n
Forward-Looking Statements<\/b><\/p>\n
This press release contains forward-looking statements regarding the proposed transaction and Uber\u2019s future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201chope,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cobjective,\u201d \u201congoing,\u201d \u201cplan,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cshould,\u201d \u201cwill\u201d or \u201cwould\u201d or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Uber\u2019s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to the pending transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals, the risk that such approvals may result in the imposition of conditions that could adversely affect us or the expected benefits of the proposed transaction, or the failure to satisfy any of the closing conditions to the tender offer on a timely basis or at all; costs, expenses or difficulties related to the transaction; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Uber\u2019s and\/or Delivery Hero\u2019s employees, merchants, suppliers, couriers and other business partners; the risk of litigation or regulatory actions to Uber and\/or Delivery Hero; inability to retain key personnel; changes in legislation or government regulations affecting Uber or Delivery Hero; the potential impact of the transaction on Uber\u2019s business, financial condition and operating results; the ability to complete the proposed transaction on the anticipated terms, including financing terms, timing and conditions; and economic financial, social or political conditions that could adversely affect Uber, Delivery Hero or the proposed transaction. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see Uber\u2019s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission from time to time. All information provided in this press release is as of the date of this press release and any forward-looking statements contained herein are based on assumptions that Uber believes to be reasonable as of this date. Uber undertakes no duty to update this information unless required by law.<\/p>\n
The tender offer described in the offer document is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Uber International Technologies II Corporation, Uber or any of its subsidiaries to change or amend the terms or conditions of the offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the offer. It is not intended to extend the offer to any such country or jurisdiction. Any such documents relating to the offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Delivery Hero by any person or entity resident or incorporated in any such country or jurisdiction.<\/i><\/p>\n
Restrictions<\/b><\/p>\n
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Bidder and Uber disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Uber nor the Bidder nor any of their respective advisors, assumes any responsibility for any violation by any of these restrictions. Any Delivery Hero shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.<\/p>\n
Information for shareholders of Delivery Hero in the United States<\/b><\/p>\n
Shareholders of Delivery Hero in the United States are advised that the tender is made for shares in a European Company (Societas Europaea<\/i>) incorporated under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation and conduct of such an offer, as well as certain applicable securities law provisions of the United States. The tender offer is, in particular, implemented in accordance with (i) the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und \u00dcbernahmegesetz<\/i>, \u201cWp\u00dcG\u201d<\/b><\/i>), and the German Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (Wp\u00dcG-Angebotsverordnung<\/i>) as well as (ii) certain applicable securities law provisions of the United States.<\/p>\n
Delivery Hero\u2019s shares are not listed on a U.S. securities exchange and Delivery Hero is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) thereunder.<\/p>\n
The tender offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act, known as a \u201cTier II\u201d tender offer, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Accordingly, the tender offer is subject to disclosure and procedural requirements of German law, certain of which \u2013 including with respect to the tender offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments \u2013 are different from those of the United States. The tender offer will be made to Delivery Hero\u2019s shareholders resident in the United States on the same terms and conditions as those that will be made to all other Delivery Hero shareholders.<\/p>\n
To the extent permissible under applicable law or regulations, including Rule 14e-5 of the Exchange Act, the Bidder, its affiliates or its brokers and its brokers\u2019 affiliates (acting as agents for the Bidder or their affiliates, as applicable) may from time to time after the date of this press release and during the pendency of the tender offer, and other than in the course of the tender offer, directly or indirectly, purchase or arrange to purchase shares of Delivery Hero that are the subject of the tender offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent any such purchases are made at a price per share greater than the tender offer price, the offer consideration will be increased, as necessary, to match such higher price. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information will be disclosed by means reasonably calculated to inform U.S. shareholders of Delivery Hero of such information. No purchases will be made outside the tender offer in the United States by or on behalf of Uber. In addition, the financial advisers to Uber may also engage in ordinary course trading activities in securities of Delivery Hero, which may include purchases or arrangements to purchase such securities. To the extent any such financial adviser is acting jointly with the Bidder within the meaning of Section 2 para. 5 Wp\u00dcG, the offer consideration must be increased, as necessary, to match any higher acquisition price paid outside the tender offer. To the extent required in Germany, any information about such purchases will be made public in Germany in the manner required by German law.<\/p>\n
Neither the SEC nor any U.S. state securities commission has approved or disapproved the tender offer, passed upon the merits or fairness of the tender offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the tender offer. Any representation to the contrary is a criminal offence in the United States.<\/p>\n
The receipt of cash pursuant to the tender offer by a U.S. holder of Delivery Hero shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Delivery Hero shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the tender offer.<\/p>\n
Delivery Hero shareholders domiciled or habitually resident in the United States may face difficulties in enforcing their rights and claims under U.S. federal securities laws because Delivery Hero is domiciled outside the United States and some or all of its directors and officers are domiciled outside the United States. U.S. shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore, difficulties may arise in enforcing judgments of a U.S. court against a company incorporated outside the United States.<\/p>\n
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View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260826007432\/en\/<\/a><\/span><\/p>\n
Uber<\/b>
Investors: investor@uber.com<\/a>
Press: press@uber.com<\/a><\/p>\nKEYWORDS:<\/b> California Germany Europe United States North America<\/p>\n
INDUSTRY KEYWORDS:<\/b> Automotive Technology Public Transport Delivery Services Transport Autonomous Driving\/Vehicles Apps\/Applications Retail Software Internet Mobile\/Wireless<\/p>\n
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