Cat Rock fought to free Just Eat from Grubhub; the drag ended in a €4.1B sale

Just Eat Takeaway.com, formed in 2020 by merging Just Eat with Takeaway.com, closed the $7.3 billion purchase of Grubhub in June 2021 to crack the US market. Cat Rock Capital, the company's largest independent shareholder with a 6.9% stake, published an open letter in October 2021 urging the board to sell or spin off Grubhub by the end of the year, arguing the unit's losses and cash burn would sink the group. Management refused, calling ownership of Grubhub the right strategy.

The value destruction Cat Rock predicted arrived quickly. Just Eat Takeaway's market value had peaked around €17.4 billion in early 2021; by April 2022 it had fallen to roughly €5.5 billion after repeated profit downgrades and a more than €3 billion write-down on Grubhub. In April 2022, with investor pressure mounting, the company put Grubhub up for full or partial sale, and Cat Rock published a second letter telling shareholders to vote against the supervisory board and CFO, saying management had destroyed €16 billion in equity value.

No buyer came until November 2024, when Just Eat Takeaway sold Grubhub to Wonder Group for $650 million — a loss of more than $6.5 billion on the 2021 purchase, completed in January 2025. The refocused European business swung to €460 million of adjusted EBITDA in 2024, and in February 2025 Prosus agreed to buy the whole company for €4.1 billion at €20.3 a share, a 63% premium that sent the stock up 54% in a day.

Grubhub sold for $650M after a $7.3B purchase; months later the whole company agreed to a €20.3-a-share all-cash offer, 63% above its last close.

Grubhub's pandemic-era losses and intensifying US competition drained cash from the profitable European business, so the conglomerate structure destroyed value on both sides of the Atlantic.

Cat Rock's 6.9% stake and public letters gave the argument a named owner with a written thesis, which kept the pressure on through two years of management resistance.

The 2022-2024 retreat — write-downs, the strategic review, and finally the Wonder sale — repriced the company around its European core, which is what Prosus ultimately paid a premium for.

Management's initial refusal cost shareholders the 2021 exit price; by 2025 the company sold for €4.1 billion, a fraction of its former market value, despite the premium.

A thesis an activist writes in year one can be proven by year three; boards that spend the interval defending the old plan usually end up negotiating the exit they refused at the start.

Prosus, already a 28% shareholder in rival Delivery Hero, framed the takeover as consolidating European food delivery, and the offer was recommended by Just Eat Takeaway's board. The company had already delisted from the London Stock Exchange in November 2024, citing low liquidity, leaving Amsterdam as its only venue. Founder Jitse Groen stayed on to complete the sale of the company he built, exiting the public markets that had turned a €17 billion delivery champion into a €4 billion takeover target.