The European Commission has approved, under the EU Merger Regulation , the proposed acquisition of Just Eat Takeaway.com ('JET') by Naspers through its subsidiary Prosus. The approval is conditional upon full compliance with the commitments offered by Naspers.
JET operates online food delivery platforms in several Member States. Prosus is Naspers' investment company, holding stakes in several portfolio companies. Prosus holds a minority share of 27.4% in JET's competitor Delivery Hero. JET and Delivery Hero both offer online food delivery services in Austria, Bulgaria, Italy, Poland, and Spain.
The Commission's investigation
The Commission had concerns that the structural link between JET and Delivery Hero created by the transaction, as initially notified, could have:
- decreased JET's incentives to compete with Delivery Hero in the five Member States where both companies are active (taken together, they would be by far the largest players) and across the European Economic Area (EEA).
- increased the likelihood of tacit coordination between JET and Delivery Hero, which could have led to higher prices or market exits and/or prevented these companies' entry in new markets in the EEA.
As a result, the Commission concluded that the transaction was likely to raise serious doubts as to its compatibility with the internal market, in particular due to decreasing JET's incentives to compete and increasing the likelihood of coordination between JET and Delivery Hero.
Proposed remedies
To address the Commission's concerns, Naspers offered to significantly reduce its shareholding in Delivery Hero, below a specified very low percentage, within 12 months and to implement a set of additional commitments. While the Commission cannot disclose that percentage, the divestment and additional commitments ensure that Naspers will have no influence over nor material interest in Delivery Hero's commercial decisions or strategy. As a consequence, Prosus will also no longer be Delivery Hero's largest shareholder based on current third-party share interests.
Furthermore, under the commitments, for a specified considerable time, Naspers will:
- not exercise the voting rights associated with its remaining limited shareholding in Delivery Hero;
- not recommend, propose or approve any person engaged by Naspers or any of the companies in which it holds an equity interest to be appointed to the Management Board or the Supervisory Board of Delivery Hero; or
- not increase Naspers' equity interest in Delivery Hero beyond the specified maximum level.
Following the market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns. The clearance decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.
These commitments fully address the competition concerns identified by the Commission, by ensuring that Delivery Hero will continue to be an independent competitor of JET in food delivery in the EEA.
Background
The transaction was notified to the Commission on 20 June 2025.
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation ) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.
On 2 June 2025, the Commission fined Delivery Hero and Glovo a total of €329 million for participating in a cartel in the online food delivery sector.
