Steef89 schreef op 19 januari 2023 15:25:
Heb eindelijk bericht van IR over die 300 miljoen performance bonus bij ifood verkoop.
Helaas wil men niet openbaren wat die indicatoren precies inhouden. Dit is alles wat we krijgen.
The consideration payable by Movile in cash at Completion is approximately
EUR 1,500,000,000. Movile has also agreed to a deferred, contingent payment of up to
EUR 300,000,000 (the “Contingent Consideration”) as further described below.
Pursuant to the Purchase Agreement, the Contingent Consideration shall be payable based on
the performance of the online food delivery sector as compared between two agreed
measurement periods, the first starting following the entry into the Purchase Agreement, and
the second starting 12 months following the start of first measurement period. The
performance of the online food delivery sector shall be measured by tracking certain forecast
financial metrics agreed between the parties of a peer set of publicly traded food delivery
companies against the enterprise value of the peer set, to produce forward financial valuation
multiples. Payment of the Contingent Consideration is dependent on an improvement of up to
30% in either of the forward financial multiples in the second measurement period, when
compared to the first measurement period, with pro-rata payment for improvement and no
deduction for negative performance. The amount of Contingent Consideration payable by
Movile shall be determined by an independent expert using the methodologies agreed by the
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parties and is payable by Movile within twenty business days following the date on which the
Contingent Consideration is determined. The aggregate Contingent Consideration payable by
Movile pursuant to the terms of the Purchase Agreement shall not exceed an amount equal to
EUR 300,000,000.
In addition to the cash consideration referred to above, Movile has agreed to procure that
IF-JE Holdings transfers all the shares it holds in El Cocinero a Cuerda, S.L. (a company
incorporated under the laws of Spain) to Just Eat Holding or an affiliate of Just Eat Holding. El
Cocinero a Cuerda, S.L. is a Spanish holding company of a Mexican joint venture and an
indirect subsidiary of Just Eat Takeaway.com. The operations of this joint venture in Mexico
ceased on 4 December 2020