Uber Publishes Offer Document for its Takeover Offer for Delivery Hero
Key Terms
volume-weighted average financial
equity derivatives financial
- Offer Document published following approval by Bafin
- Acceptance period runs from August 27, 2026, to November 5, 2026
- Offer Price of
EUR 41.50 per share offered to all Delivery Hero shareholders - The Offer Price represents a premium of c.
108% to the unaffected closing share price of Delivery Hero on May 8, 2026 - Management Board and Supervisory Board of Delivery Hero expected to publish their joint reasoned statement in due course and to support the Offer
From today, Delivery Hero shareholders can accept the Offer and tender their shares for
The acceptance period runs from today, August 27, 2026, and ends on November 5, 2026, at 24:00 hours (
The Management Board and Supervisory Board of Delivery Hero are expected to publish their joint reasoned statement in due course and to support the Offer.
Transaction Background
The Bidder announced on July 16, 2026, its intention to launch a voluntary public takeover offer for Delivery Hero, extending its multi-product platform to 99 markets, with combined pro-forma gross bookings of
The Offer is subject to a minimum acceptance threshold of
Delivery Hero has separately agreed to sell certain business operations in 14 markets to SSW Partners, a
Information for Delivery Hero Shareholders
Delivery Hero shareholders wishing to accept the Offer should contact their respective custodian bank to tender their shares and should be aware that custodian banks may set earlier internal deadlines that require action before November 5, 2026.
The settlement of the Offer, including payment of the cash consideration, is expected in the second half of 2027.
The binding German version of the Offer Document, a non-binding English translation and further information in connection with the Offer are available at www.delivering-value.com. Copies of the Offer Document can be obtained in
About Uber
Uber’s mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 79 billion trips later, we’re building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.
Forward-Looking Statements
This press release contains forward-looking statements regarding the proposed transaction and Uber’s future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “should,” “will” or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Uber’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to the pending transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals, the risk that such approvals may result in the imposition of conditions that could adversely affect us or the expected benefits of the proposed transaction, or the failure to satisfy any of the closing conditions to the tender offer on a timely basis or at all; costs, expenses or difficulties related to the transaction; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Uber’s and/or Delivery Hero’s employees, merchants, suppliers, couriers and other business partners; the risk of litigation or regulatory actions to Uber and/or Delivery Hero; inability to retain key personnel; changes in legislation or government regulations affecting Uber or Delivery Hero; the potential impact of the transaction on Uber’s business, financial condition and operating results; the ability to complete the proposed transaction on the anticipated terms, including financing terms, timing and conditions; and economic financial, social or political conditions that could adversely affect Uber, Delivery Hero or the proposed transaction. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see Uber’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission from time to time. All information provided in this press release is as of the date of this press release and any forward-looking statements contained herein are based on assumptions that Uber believes to be reasonable as of this date. Uber undertakes no duty to update this information unless required by law.
The tender offer described in the offer document is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Uber International Technologies II Corporation, Uber or any of its subsidiaries to change or amend the terms or conditions of the offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the offer. It is not intended to extend the offer to any such country or jurisdiction. Any such documents relating to the offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Delivery Hero by any person or entity resident or incorporated in any such country or jurisdiction.
Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Bidder and Uber disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Uber nor the Bidder nor any of their respective advisors, assumes any responsibility for any violation by any of these restrictions. Any Delivery Hero shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Information for shareholders of Delivery Hero in the United States
Shareholders of Delivery Hero in the United States are advised that the tender is made for shares in a European Company (Societas Europaea) incorporated under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation and conduct of such an offer, as well as certain applicable securities law provisions of the United States. The tender offer is, in particular, implemented in accordance with (i) the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”), and the German Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-Angebotsverordnung) as well as (ii) certain applicable securities law provisions of the United States.
Delivery Hero’s shares are not listed on a U.S. securities exchange and Delivery Hero is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The tender offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act, known as a “Tier II” tender offer, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Accordingly, the tender offer is subject to disclosure and procedural requirements of German law, certain of which – including with respect to the tender offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments – are different from those of the United States. The tender offer will be made to Delivery Hero’s shareholders resident in the United States on the same terms and conditions as those that will be made to all other Delivery Hero shareholders.
To the extent permissible under applicable law or regulations, including Rule 14e-5 of the Exchange Act, the Bidder, its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or their affiliates, as applicable) may from time to time after the date of this press release and during the pendency of the tender offer, and other than in the course of the tender offer, directly or indirectly, purchase or arrange to purchase shares of Delivery Hero that are the subject of the tender offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent any such purchases are made at a price per share greater than the tender offer price, the offer consideration will be increased, as necessary, to match such higher price. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information will be disclosed by means reasonably calculated to inform U.S. shareholders of Delivery Hero of such information. No purchases will be made outside the tender offer in the United States by or on behalf of Uber. In addition, the financial advisers to Uber may also engage in ordinary course trading activities in securities of Delivery Hero, which may include purchases or arrangements to purchase such securities. To the extent any such financial adviser is acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG, the offer consideration must be increased, as necessary, to match any higher acquisition price paid outside the tender offer. To the extent required in Germany, any information about such purchases will be made public in Germany in the manner required by German law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the tender offer, passed upon the merits or fairness of the tender offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the tender offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the tender offer by a U.S. holder of Delivery Hero shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Delivery Hero shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the tender offer.
Delivery Hero shareholders domiciled or habitually resident in the United States may face difficulties in enforcing their rights and claims under U.S. federal securities laws because Delivery Hero is domiciled outside the United States and some or all of its directors and officers are domiciled outside the United States. U.S. shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore, difficulties may arise in enforcing judgments of a U.S. court against a company incorporated outside the United States.
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Uber
Investors: investor@uber.com
Press: press@uber.com
Source: Uber Technologies, Inc.