The European Commission has approved the proposed acquisition of Just Eat Takeaway.com (JET) by Naspers, acting through its subsidiary Prosus. The decision was made under the EU Merger Regulation and is conditional on Naspers fully complying with commitments it offered to address competition concerns.
JET operates online food delivery platforms in several EU Member States. Prosus, as Naspers’ investment arm, holds a minority stake of 27.4% in Delivery Hero, which competes with JET in Austria, Bulgaria, Italy, Poland, and Spain.
The Commission raised concerns that the transaction could reduce JET’s incentive to compete with Delivery Hero in these countries and across the European Economic Area (EEA). It also warned that it could increase the likelihood of tacit coordination between JET and Delivery Hero, potentially leading to higher prices or reduced market entry.
To address these issues, Naspers committed to significantly reducing its shareholding in Delivery Hero below a specified low percentage within 12 months. Additional commitments include not exercising voting rights for its remaining shares in Delivery Hero for a considerable period and not proposing appointments to Delivery Hero’s management or supervisory boards. Naspers also agreed not to increase its equity interest beyond an agreed maximum level.
According to the Commission: “These commitments fully address the competition concerns identified by the Commission, by ensuring that Delivery Hero will continue to be an independent competitor of JET in food delivery in the EEA.”
An independent trustee will monitor implementation of these commitments under Commission supervision. The approval is conditional on full compliance with all measures.
The transaction was notified to the Commission on June 20, 2025. The majority of mergers reviewed by the Commission do not present competition problems and are cleared after routine review periods.
Earlier this year, on June 2, 2025, the Commission fined Delivery Hero and Glovo €329 million for participating in a cartel related to online food delivery services.
Further details about this case can be found on the European Commission’s competition website under case number M.11936.
