BERLIN — In a transaction that looks less like a standard corporate takeover and more like a masterclass in pre-emptive antitrust maneuvering, Uber Technologies, Inc. has launched a voluntary cash takeover offer for Berlin-based Delivery Hero. The deal values the company at €13 billion ($14.8 billion) on a fully diluted basis, laying the foundation for a monolithic logistics network spanning 99 countries.
Although this figure is just the tip of the iceberg!
Instead of waiting for regulatory scrutiny, Uber has already set its target. On the contrary, Delivery Hero has agreed to spin off and sell its operations across 14 overlapping markets to New York-based investment firm SSW Partners for approximately €1.4 billion ($1.6 billion).
Uber is attempting to bypass lengthy antitrust objections from regulatory bodies like Brussels before they can even be voiced. How? By keeping the geographic regions where both Uber Eats and Delivery Hero compete undisclosed.
The Numbers Behind the Bid
Under the terms of the takeover, Uber is offering Delivery Hero shareholders €41.50 per share in cash. Adjusted for the 36.5% voting and economic derivative stake Uber already amassed in the German startup, the net cash consideration sits closer to $13.7 billion.
Two premium calculations have emerged, both reflecting different market realities:
- The 3-Month Average: The offer is a substantial 34% premium over the three-month volume-weighted average price.
- The Recent Surge: It sits at a modest 8.7% premium over the previous day’s close, a reflection of Delivery Hero’s stock rising on takeover whispers.
To cross the finish line, Uber has set a minimum acceptance threshold of 50% plus one share. It is already well on its way.
Technology investment giant Prosus, which owns 17% of Delivery Hero, has irrevocably committed to tender its shares, pushing Uber’s economic interest to roughly 53%.
Bypassing Regulators via the Carve-Out
The 14 markets handed to SSW Partners include heavy-overlap brands such as Yemeksepeti (Türkiye), Foodora (Austria and Scandinavia), and Glovo (Spain, Portugal, and Poland).
Uber will exercise zero operational control over these entities; SSW Partners will operate them independently using Delivery Hero’s tech backbone while seeking long-term strategic buyers.
For the remaining 50 markets that Uber is keeping, the potential is vast. The combined operations are projected to generate a pro-forma 2025 Gross Merchandise Value (GMV) of $236 billion.
For Middle Eastern markets, the impact is particularly acute. Popular brands, such as Talabat (operating across eight Gulf and North African nations) and Saudi Arabia’s Hungerstation, have been kept in Uber’s retained portfolio, consolidating Uber’s dominant grip on the MENA delivery ecosystem.
A Treaty with Berlin
To smooth the political aspect in Germany, Uber has offered heavy concessions:
- Capital Commitment: €2 billion of planned investments in Germany through 2031.
- Job Safeguards: Retaining Delivery Hero’s Berlin headquarters and workforce until at least 2029.
- Corporate Autonomy: A commitment not to enter a Domination and Profit Transfer Agreement (DPTA), the German legal mechanism used to directly siphon off a subsidiary’s cash flow, for at least three years.
Even with the pre-emptive carve-outs, the deal is not expected to close until the second half of 2027, signaling that a rigorous, global regulatory road still lies ahead.
On Frankfurt’s exchange, Delivery Hero shares dipped slightly by 0.5% to €37.90 following the news, trading just below the €41.50 offer price. This delta is a common market signal of the lingering integration and completion risks ahead.
Nevertheless, following DoorDash’s £2.9 billion acquisition of Deliveroo last year and Prosus consolidating its control over Just Eat Takeaway, the delivery wars are entering their endgame. Uber has just made its ultimate play for global supremacy.
