8-K: DoorDash to Acquire Deliveroo in £2.9 Billion Deal, Expanding Global Footprint
Summary
- DoorDash and Deliveroo have reached an agreement for DoorDash to acquire Deliveroo in a cash offer of 180 pence per share, valuing Deliveroo at approximately £2.9 billion.
- The offer represents a 44% premium to Deliveroo's share price on April 4, 2025, and a 40% premium to the three-month volume-weighted average price.
- The transaction is expected to close in the fourth calendar quarter of 2025, subject to shareholder and regulatory approvals.
- DoorDash has secured irrevocable undertakings from Deliveroo directors and major shareholders, representing approximately 15.429% of Deliveroo's outstanding shares.
- To finance the acquisition, DoorDash has entered into a Bridge Term Loan Credit and Guaranty Agreement for up to $2.85 billion.
- The combined entity will operate in over 40 countries, serving approximately 50 million monthly active users, with a total Gross Order Value of approximately $90 billion in 2024.
Sentiment
Score: 8
Explanation: The document conveys a positive outlook on the acquisition, highlighting the strategic benefits and potential for growth. The deal is presented as a win-win for both companies and their stakeholders.
Positives
- The acquisition strengthens DoorDash's position as a leading global platform in local commerce.
- The combined entity will have a broader geographic footprint, operating in over 40 countries.
- Deliveroo shareholders will receive a significant premium for their shares.
- DoorDash intends to invest in Deliveroo's business in the UK and other geographies to drive growth.
- The Enlarged Group will have the scale to invest in product, technology and the overall consumer value proposition.
Negatives
- The transaction is subject to regulatory approvals, which could delay or prevent the acquisition.
- The integration of the two companies could present challenges.
- There may be some duplication of roles, potentially leading to headcount reductions.
Risks
- The ability to complete the Transaction depends on obtaining regulatory and shareholder approvals.
- Changes in global economic conditions and increased competition could impact the combined company.
- The integration of Deliveroo's operations may present challenges.
- There is a risk of potential headcount reductions following the acquisition.
Future Outlook
The transaction is expected to be completed in the fourth calendar quarter of 2025, subject to the satisfaction or waiver of all relevant conditions, including shareholder and regulatory approvals.
Management Comments
- Tony Xu, CEO of DoorDash, stated that the acquisition will empower local economies and bring together teams with similar visions and values.
- Will Shu, CEO of Deliveroo, expressed excitement about the transformative new chapter and the benefits of combining with DoorDash.
- Claudia Arney, Chair of Deliveroo, believes the offer is in the interests of all shareholders and wider stakeholders and will enable Deliveroo to build on its strategic and operational progress.
Industry Context
The acquisition reflects the ongoing consolidation in the food delivery industry, with larger players seeking to expand their geographic reach and market share.
Comparison to Industry Standards
- The EV/EBITDA multiple of 13.4x is within the range of recent transactions in the tech and delivery sectors, but specific comparisons would require a more detailed analysis of comparable deals.
- DoorDash's acquisition of Wolt provides a relevant case study for assessing the potential synergies and integration challenges of the Deliveroo acquisition.
- The combined entity's $90 billion Gross Order Value would position it as a major player in the global local commerce market, rivalling other large platforms.
Stakeholder Impact
- Deliveroo shareholders will receive a cash payment for their shares.
- Consumers are expected to benefit from an enhanced service offering and broader selection.
- Merchants will have access to a larger customer base and expanded opportunities for growth.
- Riders are expected to benefit from increased earning opportunities.
Next Steps
- Deliveroo will dispatch the Scheme Document to its shareholders.
- Deliveroo shareholders will vote on the Scheme at the Court Meeting and the Resolutions at the General Meeting.
- The Scheme must be sanctioned by the Court.
- Regulatory approvals must be obtained.
- The Acquisition is expected to become Effective during Q4 2025.
Key Dates
- 2013: Deliveroo was founded by Will Shu and Greg Orlowski.
- 2013: DoorDash was founded.
- April 4, 2025: Last Business Day prior to DoorDash's offer letter to Deliveroo; Deliveroo share price was 125 pence.
- April 9, 2025: DoorDash and Deliveroo entered into a Confidentiality Agreement and a Clean Team Agreement.
- April 17, 2025: Deliveroo, DoorDash, White & Case LLP and Latham & Watkins LLP entered into a Clean Team and Joint Defence Agreement.
- April 24, 2025: Last Business Day prior to the commencement of the Offer Period; Deliveroo share price was 140 pence.
- May 2, 2025: Last practicable date before the announcement; DoorDash's market capitalization was $93.1 billion.
- May 5, 2025: Greenoaks Capital Opportunities Fund, L.P. delivered an irrevocable undertaking to DoorDash.
- May 6, 2025: DoorDash and Deliveroo reached an agreement on the terms of the acquisition; DoorDash issued the Rule 2.7 Announcement; DoorDash and Deliveroo entered into a Co-operation Agreement; DST Managers V Limited delivered an irrevocable undertaking to DoorDash; Deliveroo Board members delivered Director Undertakings to DoorDash; DoorDash entered into a Bridge Term Loan Credit and Guaranty Agreement.
- May 6, 2026: Long-Stop Date for the Scheme becoming effective.
- Q4 2025: Expected completion of the Acquisition, subject to satisfaction or waiver of conditions.
Keywords
Filings with Classifications
Debt Offering
- DoorDash issued $2.75 billion aggregate principal amount of 0% convertible senior notes due 2030 in a private offering.
- The offering was upsized from $2.5 billion, with initial purchasers fully exercising their $250 million option for additional notes.
- Net proceeds were approximately $2,720 million.
- Approximately $338.5 million of the net proceeds were used for convertible note hedge transactions, partially offset by proceeds from warrant sales.
- The remaining proceeds are designated for general corporate purposes, including potential acquisitions and share repurchases.
Capital Raise Announcement
- DoorDash announced the pricing of $2.5 billion aggregate principal amount of 0% convertible senior notes due 2030 in a private offering to qualified institutional buyers.
- The offering size was increased from the previously announced $2.0 billion, demonstrating strong demand.
- Initial purchasers were granted an option to purchase up to an additional $250.0 million aggregate principal amount of notes.
- The estimated net proceeds of approximately $2,472 million will be used for funding convertible note hedge transactions and for general corporate purposes, including potential acquisitions and share repurchases.
Debt Offering Announcement
- DoorDash announced a proposed private offering of $2.0 billion aggregate principal amount of convertible senior notes due 2030.
- The offering is to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933.
- Initial purchasers have an option to purchase up to an additional $200.0 million aggregate principal amount of notes.
- Proceeds will be used to fund convertible note hedge transactions and for general corporate purposes, including potential acquisitions and share repurchases.
Quarterly Report
- The company entered into a Bridge Term Loan Credit and Guaranty Agreement with J.P. Morgan Chase Bank, N.A. on May 6, 2025 to provide the Company certain borrowings in an aggregate amount of up to $2.85 billion to partially finance the cash consideration payable by us in connection with the acquisition of Deliveroo.
Quarterly Report
- The company achieved a net profit compared to a net loss in the same quarter last year.
- Revenue and Marketplace GOV showed strong year-over-year growth.
- Adjusted EBITDA significantly increased, indicating improved operating performance.
Earnings Release
- DoorDash's GAAP net income of $193 million is significantly better than the $(23) million loss reported in Q1 2024.
- Adjusted EBITDA increased to $590 million, a 59% increase year-over-year, indicating improved profitability.
- Total Orders and Marketplace GOV reached record levels, demonstrating strong growth in the company's core business.
Merger Announcement
- DoorDash has entered into a Bridge Term Loan Credit and Guaranty Agreement for up to $2.85 billion to partially finance the acquisition.
Annual Results
- The company achieved its first annual profitability in 2024.
- Revenue increased by 24% to $10.722 billion in 2024.
- Adjusted EBITDA increased to $1.9 billion in 2024.
- Free Cash Flow increased to $1.8 billion in 2024.
Earnings Release
- DoorDash achieved its first full year of positive GAAP net income.
- Adjusted EBITDA reached an all-time high of $566 million in Q4 2024.
- The board authorized a $5.0 billion share repurchase program in February 2025.
Quarterly Report
- The company achieved net profitability, a significant improvement from the previous year's net loss.
- Revenue, total orders, and Marketplace GOV all showed strong year-over-year growth.
- Adjusted EBITDA and free cash flow both increased substantially compared to the same quarter of the previous year.
Quarterly Report
- DoorDash reported its first profitable quarter as a public company, which is better than the previous quarters where the company reported losses.
- The company's key financial metrics, including total orders, marketplace GOV, and revenue, all exceeded expectations with significant year-over-year growth.
- Adjusted EBITDA also showed a substantial increase, indicating improved operational efficiency and profitability.
Quarterly Report
- The company's revenue growth exceeded expectations, driven by strong performance in Marketplace GOV and advertising revenue.
- Adjusted EBITDA and free cash flow also showed significant improvements compared to the same period last year.
Quarterly Report
- The company reported record quarterly results for Total Orders, Marketplace GOV, and revenue, exceeding expectations.
- Adjusted EBITDA reached a record high, indicating better than expected profitability.
- Net Revenue Margin improved, showing better than expected financial performance.
Quarterly Report
- The company's net loss was significantly reduced compared to the same quarter last year.
- Adjusted EBITDA increased substantially, indicating improved profitability.
- Free cash flow increased significantly, reflecting strong cash generation.
Quarterly Report
- The company's financial results exceeded expectations with record total orders, marketplace GOV, and revenue.
- The net loss was significantly reduced, indicating better than expected profitability.
- Adjusted EBITDA reached an all-time high, demonstrating better than expected operational efficiency.
Quarterly Report
- The company's GAAP net loss improved significantly compared to the previous year.
- Adjusted EBITDA increased substantially year-over-year.
- The company's revenue and total orders grew at a strong pace.
- The company generated significant free cash flow.
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