EQS-News: Delivery Hero’s Management Board and Supervisory Board publish joint reasoned statement recommending shareholders to accept the takeover offer from Uber

Delivery Hero’s Management Board and Supervisory Board publish joint reasoned statement recommending shareholders to accept the takeover offer from Uber

• Takeover offer considered to be in the best interest of the company, its shareholders, employees and other stakeholders
• Offer price considered fair and adequate
• Acceptance period for the takeover offer ends on November 5, 2026, at 24:00 hrs CET

Berlin, September 2, 2026 – Today, the Management Board and the Supervisory Board of Delivery Hero SE (“Delivery Hero” or the “Company”) (ISIN DE000A2E4K43, Frankfurt Stock Exchange: DHER) published a joint reasoned statement (“Statement”) regarding the voluntary public takeover offer to all of Delivery Hero’s shareholders (“Offer”) launched by Uber International Technologies II Corporation, a subsidiary of Uber Technologies, Inc. (NYSE: UBER) (together “Uber”). 

The Management Board and the Supervisory Board of Delivery Hero have each independently reviewed and evaluated the offer document published by Uber and the terms and conditions of the Offer. They deem the Offer to be in the best interest of the Company, its shareholders, employees and other stakeholders. They therefore support the Offer and recommend that Delivery Hero shareholders accept it. 

Offer price considered fair and adequate

From a valuation perspective and after careful review of the offer document, the Management Board and the Supervisory Board consider the cash consideration of EUR 41.50 per Delivery Hero share to be fair and adequate. The offer price represents a premium of approx. 127% over the unaffected three-month volume-weighted average XETRA share price prior to and including May 8, 2026 (the last trading day prior to publicly reported transaction activity and significant corporate news), and a premium of approx. 108% over the XETRA closing price on that day. It also represents a premium of approx. 35% over the three-month average price prior to the publication of Uber’s intention to launch an offer on July 16, 2026. The offer price also exceeds the average analyst price target published prior to May 8, 2026 by approx. 52%. 

The Management Board and Supervisory Board received two fairness opinions regarding the fairness of the offer price. J.P. Morgan Securities plc, the exclusive financial advisor to the Company, provided a fairness opinion to the Management and Supervisory Boards, while the Supervisory Board also received a fairness opinion from UniCredit Bank GmbH. Each fairness opinion concludes, subject to its assumptions, qualifications and limitations, that the offer price is fair, from a financial point of view, to the holders of Delivery Hero shares. 

Potential to create significant opportunities for customers, employees, and other stakeholders

The planned transaction is expected to bring together Uber’s global technology platform and mobility network with Delivery Hero’s leading local delivery brands, deep vendor relationships, and fast-growing Quick Commerce capabilities. The Management Board and the Supervisory Board share Uber’s view that the combination has the potential to accelerate product innovation and create significant additional opportunities for employees, customers, merchants, riders, drivers, and other stakeholders. Both boards therefore share the economic and strategic rationale of the Offer as described in the offer document and welcome Uber’s intentions expressed therein.

Delivery Hero shareholders may accept Uber’s Offer via their depositary banks and have been able to tender their shares since the publication of the offer document on August 27, 2026. The acceptance period is expected to end on November 5, 2026, 24:00 hrs CET.

The Offer is subject to a minimum acceptance threshold of 50% plus one share of Delivery Hero’s share capital (excluding treasury shares), merger control and other regulatory clearances, including approvals regarding the announced sale of select operations of the Delivery Hero group to an affiliate of SSW Partners, LP, as well as other customary conditions. Uber has secured an irrevocable undertaking for 16.68% of Delivery Hero shares. Combined with its existing 24.77% shareholding and 11.74% held via instruments, Uber’s total economic interest would exceed 53% of Delivery Hero’s current share capital. The detailed terms and conditions of the Offer as well as the closing conditions can be found in Uber’s offer document. Completion of the Offer is expected to occur in the second half of 2027.

The works council at Delivery Hero’s Berlin establishment has provided its own statement which has been published as an annex to the Statement of the Management Board and Supervisory Board.

The Statement (incl. annexes) is available free of charge from Delivery Hero SE, Investor Relations, Oranienburger Straße 70, 10117 Berlin, Germany (phone: +49 30 5444 59 105; email: ir@deliveryhero.com). In addition, the Statement is available on the internet at https://ir.deliveryhero.com/takeoveroffer (in the section “Takeover Offer”). The Statement and any supplements and/or additional statements on possible amendments to the Offer will be published in German and in non-binding English translations. Only the German versions are binding.

Disclaimer

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or “should,” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Delivery Hero SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.