01—Abstract
Summary
Summary of the 8-K filed May 6, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 6, 2025, DoorDash (DASH) disclosed a recommended final cash offer to acquire the entire issued and to-be-issued share capital of Deliveroo plc (LSE: ROO) at 180 pence per share.
The offer values Deliveroo's equity at approximately £2.9 billion and implies an enterprise value of roughly £2.4 billion, representing a premium of about 44%a to the undisturbed closing price of 125 pence on April 4, 2025, and about 29% to the 140 pence close on April 24, 2025, the last business day before the offer period began. The deal will be implemented via a UK court-sanctioned scheme of arrangement, with completion expected in Q4 2025, subject to Deliveroo shareholder approval (majority in number and 75% in value), High Court sanction, regulatory approvals, and a long-stop date of May 6, 2026. The financial terms are described as final, though DoorDash reserved the right to increase the offer if a third party makes a competing approach.
DoorDash has secured financing for the transaction through a bridge term loan of up to $2.85 billionb from JPMorgan-led lenders, which partially funds the cash consideration. The loans would mature 364 days after closing and carry interest at SOFR plus 1.625%-1.750% or a base rate plus 0.625%-0.750%, depending on DoorDash's debt ratings. Cash has also been escrowed, and a deal-contingent FX forward is in place to convert USD into GBP.
Shareholder support is meaningful: irrevocable undertakings cover roughly 15.4% of Deliveroo's outstanding shares (about 8.97% from Greenoaks and DST Managers, plus about 6.46% from Deliveroo directors), though these are not yet formally committed to a Takeover Offer structure in all circumstances. Strategically, the combination would create a platform operating in more than 40 countries with roughly 50 million monthly active users and about $90 billionc in combined 2024 Gross Order Value.
Deliveroo's nine countries are all new markets for DoorDash, and the company's 2024 revenue of about £2.0 billion and adjusted EBITDA of about £140 million suggest the deal is a meaningful but not transformational financial addition relative to DoorDash's roughly $10.7 billiond of 2024 revenue. Investors should weigh the expansion benefits against integration risk, financing and FX exposure, and the possibility of regulatory delay pushing completion beyond the expected timeframe.
02—Key points
Key Highlights
- DoorDash agreed to acquire Deliveroo for 180 pence per share in cash, valuing Deliveroo's equity at about £2.9 billion and implying an enterprise value of about £2.4 billion.
- The offer represents a ~44% premium to the April 4, 2025 undisturbed price (125p) and ~29% premium to the April 24, 2025 close (140p), the last day before the offer period began.
- The transaction will proceed via a UK court-sanctioned scheme of arrangement, requiring 75% by value and a majority by number of Deliveroo shareholders voting, plus High Court sanction and regulatory approvals.
- Expected completion is in Q4 2025, with a long-stop date of May 6, 2026; the financial terms are final barring a competing third-party bid.
- DoorDash obtained a bridge term loan of up to $2.85 billion (364-day maturity, SOFR + 1.625%-1.750%) and escrowed cash, with a deal-contingent FX forward to convert USD to GBP.
- Irrevocable undertakings cover about 15.4% of Deliveroo's outstanding shares (roughly 8.97% from institutional shareholders and 6.46% from Deliveroo directors).
- The combined company would operate in over 40 countries with ~50 million monthly active users and ~$90 billion in 2024 Gross Order Value, adding nine new markets for DoorDash.
03—Questions
Frequently Asked Questions
What is DoorDash paying for Deliveroo and how does the price compare to market levels?
DoorDash is paying 180 pence in cash per Deliveroo share, valuing the entire share capital at about £2.9 billion (enterprise value about £2.4 billion). This is a ~44% premium to the 125p close on April 4, 2025 and ~29% above the 140p close on April 24, 2025, and ~40% above the three-month VWAP of 129p.
What conditions must be met before the deal closes?
The scheme requires approval by a majority in number of Deliveroo shareholders representing at least 75% of the value of shares voting, sanction by the High Court of Justice in England and Wales, receipt of regulatory approvals, and the scheme becoming effective by May 6, 2026 (the long-stop date). Completion is expected in Q4 2025.
How will DoorDash finance the acquisition?
DoorDash has a bridge term loan facility of up to $2.85 billion from JPMorgan-led lenders to partially fund the cash consideration, plus cash deposited in escrow. The loans would mature 364 days after closing, and the lenders' commitments are largely locked in until the long-stop date or customary draw-stop triggers. The filing does not disclose how the remainder of the consideration will be funded.
What risks could affect completion or the value of the deal for DoorDash investors?
Key risks include failure to obtain shareholder or regulatory approvals, delays past the long-stop date, possible competing bids (which could raise the price), currency fluctuations between USD and GBP given the FX forward hedge, interest rate exposure on the bridge loan, and integration challenges across nine newly entered countries. The filing also notes the deal is not subject to a US-style shareholder vote for DoorDash, and forward-looking statements carry material uncertainty.
How significant is Deliveroo to DoorDash's overall business?
Deliveroo generated about £7.1 billion in 2024 gross transaction value, roughly £2.0 billion in revenue, and about £140 million in adjusted EBITDA, with free cash flow of £85.5 million. Compared with DoorDash's approximately $10.7 billion of 2024 revenue, the target is a modest contributor to revenue, though it adds substantial geographic reach and roughly 7 million monthly consumers.
04—Continue