Naspers has secured the European Commission’s conditional approval to acquire Just Eat Takeaway.com (JET) through its global investment arm, Prosus. The decision, issued under the EU Merger Regulation, follows an extensive antitrust review and hinges on Naspers fully implementing strict commitments designed to protect competition in Europe’s food delivery market.
Why Naspers Came Under Scrutiny
Prosus, a subsidiary of Naspers, holds stakes in several high-growth tech and e-commerce ventures around the world. Crucially, it owns a 27.4% minority share in Delivery Hero — one of JET’s biggest competitors in Europe. Both JET and Delivery Hero operate online food delivery services in Austria, Bulgaria, Italy, Poland, and Spain, where they dominate the market.
This overlap created a potential competitive conflict: the acquisition would link Naspers financially to two major rivals, raising concerns about its incentive to maintain strong competition between them.
The Commission’s Concerns About the Deal
The European Commission’s initial review found that the deal, as originally proposed, could harm competition in several ways:
- Reduced Competitive Pressure: The link between JET and Delivery Hero could weaken JET’s motivation to compete aggressively in markets where both are strong.
- Risk of Tacit Coordination: The relationship could facilitate unspoken market coordination, leading to higher consumer prices, diminished service quality, or even market exits.
- Slower Market Expansion: The structural tie could discourage either company from entering new markets within the European Economic Area (EEA), limiting consumer choice.
Given these risks, the Commission concluded the transaction would likely “significantly impede effective competition,” triggering the need for corrective measures before approval could be granted.
Naspers’ Commitments to the EU
To address these concerns, Naspers agreed to a set of far-reaching commitments:
- Reducing Its Stake in Delivery Hero: Within 12 months, Naspers will cut its shareholding in Delivery Hero to below a confidential but very low percentage. This ensures Naspers will no longer be its largest shareholder and cannot exert influence over its commercial strategy.
- Limiting Influence: For a substantial period, Naspers will not exercise voting rights tied to its remaining shares, will not nominate board members, and will not increase its stake above the agreed threshold.
- Independent Oversight: An independent trustee, operating under the Commission’s supervision, will monitor and enforce compliance with these conditions.
These measures are designed to sever any strategic link between JET and Delivery Hero, ensuring both remain independent competitors in the EEA’s food delivery market.
The Regulatory Process
The acquisition was formally notified to the Commission on 20 June 2025. Under EU rules, mergers above certain turnover thresholds must be reviewed to prevent harmful concentrations. Most cases conclude in a short Phase I review of 25 working days, but the Naspers–JET deal extended to 35 working days to allow time for the commitments to be tested and agreed.
The clearance also comes at a time of heightened regulatory scrutiny in the sector. On 2 June 2025, the Commission fined Delivery Hero and Glovo €329 million for engaging in cartel practices in the online food delivery market.
What This Means for Naspers and the Market
With the Commission’s approval secured, Naspers can proceed with the JET acquisition under the watch of EU regulators. The deal cements Naspers’ influence in Europe’s fast-growing food delivery space while maintaining a regulatory firewall between JET and Delivery Hero.
For consumers and restaurant partners across Austria, Bulgaria, Italy, Poland, Spain, and the wider EEA, the conditions aim to preserve healthy competition, ensuring choice, fair prices, and continued innovation.
For Naspers, the acquisition represents a strategic bet on the long-term growth of online food delivery, while also signaling the company’s willingness to make concessions to regulators to secure major deals in highly scrutinized sectors.
