Just Eat

Merger Working Capital Model

Developing an integrated profit and loss, balance sheet and cashflow model to support the online takeaway delivery giant’s proposed £6.2bn merger deal.

International flexibility

The model addresses our client's continually growing global markets with increased granularity of revenue streams and operating costs

Multiple benefits

It facilitated the merger negotiations and can also be used for quarterly forecasting and annual budget setting

Management friendly

Multiple scenarios can be easily defined, and key reports can be dragged and dropped into presentations

Challenge

Just Eat’s existing budgeting methods were not fit for the merger negotiations, as sensitivities couldn’t be run at a market level nor on individual revenue & cost streams.

The timetable was exceptionally demanding, with a three week deadline to build a model from scratch. Our team engaged with both our client management team and their transaction advisors to satisfy their evolving requirements. The model also needed to provide a sound basis for the all important working capital adequacy statement required for the merger.

Solution

We built up a monthly, group consolidated profit and loss, balance sheet and cashflow model from individual market input drivers, that could also be used as an ongoing forecasting tool. It’s flexible enough to quickly update new actuals, input and consolidate information on the fly and incorporates a sensible approach to foreign exchange translation. The model addresses the challenge of group overhead allocations, management recharges, transfer pricing and tax modelling including the consideration of tax losses.

Results

Our model supported extensive stress testing of the business forecasts and key performance metrics to enable management, the reporting accountants and financial advisors to consider the key issue of working capital adequacy. It also provided insight and answers to a vast array of merger related due-diligence queries.

Over 80% of Just Eat shareholders accepted the increased all-share merger offer from Takeaway.com in early January 2020, despite competing offers presented to management and shareholders. This sealed the deal to create a combined group worth £6.2bn.

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