Uber wants to own Delivery Hero. Last week it offered to buy the whole company at €33 a share.
This week, it paid almost €40 a share to one investor to make that deal easier.
The investor: Hong Kong-based activist Aspex Management. The catch: Aspex had been pushing Delivery Hero into a strategic review that already cost the founder his job.
The Math Of Paying Up
Aspex had built its Delivery Hero stake to about 14.55% and was pushing hard for change. Uber paid just below €40 a share to take most of it off Aspex's hands, bumping its own stake to 36.83%.
That's roughly 21% more than the price Uber is offering everyone else for the same shares. Activist stakes don't usually sell cheap when an acquirer is at the door.
The trade-off for Uber is a clearer runway. Aspex was the loudest voice in the room, and getting it down to a 7.56% stake removes friction at exactly the moment Uber needs to close a deal.
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The 24.99% Detail Is Doing Real Work
The number to watch isn't 36.83%, it's 24.99%. That's Uber's voting rights, kept below the 30% threshold that German takeover rules use to trigger a mandatory bid.
In English: Uber gets influence without being forced to make an offer to every other shareholder. The rest of its stake sits in instruments that don't count toward voting.
That's how Uber gets to be both the largest shareholder and a friendly suitor at the same time.
How Delivery Hero Got Here
Delivery Hero's co-founder and CEO Niklas Östberg announced on May 12 that he would step down after Aspex's campaign pushed the company into a strategic review. Days later, Uber's stake jumped from roughly 7% to about 19.5%, making it Delivery Hero's biggest shareholder.
On May 23, Delivery Hero confirmed Uber's offer at €33 a share, valuing the Berlin-based company at about $11.6 billion. The market read the price as light, but Delivery Hero's board said it was still "fully focused" on the strategic review.
What To Watch
Two questions now. First: does the friendly approach get a higher price, the €40 Aspex got, or something in between?
Second: how does Delivery Hero's board respond, knowing the largest shareholder just paid a premium to clear out the activist seat at the table?
A takeover that started with a 1.76% discount to the share price has quietly become a story about what Uber will pay to get this one done.
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