Uber to acquire Delivery Hero for €41.50/share in ~€14.2B takeover, funded by cash and debt

The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.

Uber disclosed a transaction involving Delivery Hero by furnishing a press release and investor presentation. The 8-K does not specify the nature of the transaction (acquisition, partnership, asset purchase, etc.) in the body text, referring only to exhibits for details. The forward-looking statements section mentions a tender offer, minimum acceptance condition, regulatory approvals, and expected synergies, suggesting this is likely an acquisition or significant business combination, but the exact structure and terms are not disclosed in the 8-K body itself.

The transaction requires regulatory approvals and is structured as a tender offer with a minimum acceptance condition. Uber acknowledges risks that approvals may be delayed, denied, or granted with conditions that could reduce expected benefits. The company also flags the possibility that closing conditions may not be satisfied on time or at all.

Uber disclosed standard M&A integration risks: synergies may not materialize as expected, relationships with employees and business partners (merchants, suppliers, couriers) could be disrupted, and management attention may be diverted from day-to-day operations during the transaction process. These are typical cautionary disclosures for a significant acquisition or combination.

The bridge loan bears interest at EURIBOR plus a margin that varies with Uber's credit rating and increases at 90-day intervals if not refinanced, creating incentive to replace it with permanent financing. The facility includes a financial covenant requiring Uber to maintain an adjusted EBITDA-to-interest-expense ratio of at least 3.00x. The loan requires mandatory prepayment from proceeds of equity issuances, debt issuances, or asset sales after closing.

The offer is conditional on obtaining competition and financial services regulatory approvals and achieving a minimum acceptance threshold of 50% plus one share of Delivery Hero's outstanding shares (excluding treasury shares). The expected completion timeline of second half 2027 reflects the lengthy regulatory review process anticipated for this major cross-border food-delivery consolidation.

Uber has entered into a business combination agreement to acquire Delivery Hero through a voluntary takeover offer at €41.50 per share in cash. The transaction values Delivery Hero at $14.8 billion equity value, or $13.7 billion net of Uber's existing stake. Prosus has irrevocably committed to tender their ~17% stake, which would bring Uber's total economic interest to approximately 53%. The offer is subject to a minimum acceptance threshold of 50% plus one share and regulatory approvals, with closing expected in the second half of 2027.

Delivery Hero has separately agreed to sell businesses in 14 markets to SSW Partners for approximately $1.6 billion, subject to completion of Uber's takeover offer. These markets include foodora (Austria, Czechia, Norway, Sweden), efood (Greece), Foody (Cyprus), Glovo (Moldova, Poland, Portugal, Romania, Spain), PedidosYa (Chile, Ecuador), and Yemeksepeti (Türkiye). The carve-out addresses overlap between Uber Eats and Delivery Hero operations. SSW will independently seek strategic partners for these businesses.

Uber expects the Delivery Hero acquisition to be accretive to Non-GAAP EPS immediately upon closing, with high-single-digit percentage accretion by year three. The transaction nearly doubles the number of markets where Uber offers both mobility and delivery services from 34 to 58 markets, expanding the addressable base for cross-platform engagement. The combined businesses generated $236 billion in pro-forma Gross Bookings in 2025.

Uber is acquiring Delivery Hero through a cash tender offer at €41.50 per share, valuing the company at $14.8 billion equity value. Uber already owns approximately 37% economic stake purchased at prices below the offer price, reducing its all-in equity purchase to $13.7 billion. The offer requires minimum 50% plus one share acceptance. Delivery Hero's management and supervisory boards unanimously support the offer, and Prosus has irrevocably agreed to tender its entire ~17% stake.

The acquisition expands Uber's presence from 58 to approximately 100 markets globally, adding 41 new markets and creating 45 new cross-platform markets where Uber will offer both Mobility and Delivery services. Uber expects to realize over $1.2 billion in annualized run-rate synergies within 18 months of closing, driven by shared technology platform, operating efficiencies, and cross-platform customer engagement.

As part of the transaction structure, Delivery Hero will separately sell operations in 14 markets to SSW Partners for approximately $1.6 billion, particularly in markets where Uber and Delivery Hero overlap. These markets represent approximately $11 billion in Gross Bookings. Uber has agreed to lend SSW funds to finance the majority of this transaction, with SSW repaying Uber over time including in the event of future asset sales.

The transaction is subject to customary closing conditions including specified regulatory approvals, with closing expected in the second half of 2027. The minimum acceptance threshold is 50% plus one share including Uber's existing approximately 37% economic ownership.