01—Abstract
Summary
Summary of the 8-K filed July 16, 2026. Cited figures are marked; the original filing is the authoritative source.
On July 16, 2026, Uber Technologies entered into a Business Combination Agreement with Delivery Hero SE, under which a wholly-owned Uber subsidiary will launch a voluntary public takeover offer for all Delivery Hero shares at €41.50 per share in cash.
The press release values Delivery Hero's equity at about $14.8 billiona on a fully diluted basis (314 million shares), or about $13.7 billion after adjusting for Uber's prior stake purchases. Uber already holds about 24.77% of Delivery Hero directly and about 11.74% through equity derivatives, and Prosus has irrevocably agreed to tender its roughly 17% stake, which would bring Uber's total economic interest to about 53%. Delivery Hero's management and supervisory boards have unanimously welcomed the offer and intend to recommend it, subject to review of the offer document.
The offer is subject to a 50%b plus one share minimum acceptance threshold and regulatory approvals, with closing expected in the second half of 2027. The deal is financed with existing cash and new debt. Uber has arranged a senior unsecured 364-day bridge facility of €14.2 billion from Morgan Stanley and affiliates, which is undrawn at signing and is expected to be refinanced before closing.
Management states that gross leverage should stay below 2x and that the investment-grade rating is maintained. The bridge includes a minimum EBITDA-to-interest coverage covenant of 3.00x, and Uber faces a €700 million reverse termination fee if regulatory conditions are not satisfied. Delivery Hero will separately sell its businesses in 14 overlap markets to SSW Partners for about $1.6 billionc, with Uber lending SSW most of the funding.
Management estimates the deal is roughly 8x 2027E Adjusted EBITDA including synergies, expects more than $1.2 billiond of annualized synergies within 18 months of closing, and expects it to be Non-GAAP EPS accretive at close and high-single-digit accretive by year three. For investors, the central questions are execution risk and balance sheet capacity. The transaction depends on multiple merger control and financial regulatory approvals across many jurisdictions, and the timeline runs more than a year.
The 364-day bridge must be replaced with longer-dated financing, so market conditions and Uber's credit profile at refinancing matter. The 53% economic interest figure also depends on Prosus tendering as committed. Uber has also committed not to enter a domination and profit-transfer agreement for three years, and the German headquarters and Berlin workforce are to be preserved until at least 2029.
02—Key points
Key Highlights
- Offer price of €41.50 per Delivery Hero share in cash, implying an equity value of about $14.8 billion (about $13.7 billion adjusted for Uber's prior stake purchases).
- Uber's total economic interest would reach about 53% after Prosus's irrevocable tender commitment (~17% of shares), building on its ~24.77% direct stake and ~11.74% derivative exposure.
- Financing: €14.2 billion senior unsecured 364-day bridge facility (undrawn at signing), with funding expected from existing cash and new debt; management guides to gross leverage below 2x and maintaining investment-grade rating.
- Transaction is subject to a 50% plus one share minimum acceptance threshold, specified merger control and financial regulatory approvals, with closing expected in the second half of 2027.
- Termination economics: Delivery Hero owes Uber €200 million in certain scenarios (competing offer or board withdrawal), while Uber owes Delivery Hero €700 million if the deal fails on regulatory conditions or is not completed by the May 10, 2028 outside date for regulatory reasons.
- Management projects over $1.2 billion of annualized synergies within 18 months of closing, Non-GAAP EPS accretion at close, and high-single-digit accretion by year three, at roughly 8x 2027E Adjusted EBITDA.
- Delivery Hero's 14 overlap markets (about $11 billion of 2025 Gross Bookings) are being sold to SSW Partners for about $1.6 billion, with Uber providing most of the SSW funding through a loan.
03—Questions
Frequently Asked Questions
How much is Uber paying for Delivery Hero, and how does it compare with what Uber already owns?
The offer is €41.50 per share in cash, which the company values at about $14.8 billion for 100% of the fully diluted equity (314 million shares). Because Uber already holds about 36.5% of Delivery Hero economically (24.77% direct plus 11.74% through derivatives) at prices below the offer price, the incremental cash cost is lower, about $13.7 billion. Uber's stated all-in multiple is about 8x 2027E Adjusted EBITDA including its existing stake and expected synergies.
How will Uber pay for the acquisition, and what does this mean for its balance sheet?
Uber will use existing cash and new debt. It has arranged a €14.2 billion senior unsecured bridge facility maturing 364 days after closing, which will be refinanced before closing. The bridge carries EURIBOR-based pricing with ratings-dependent margins and step-ups, plus commitment, funding, and duration fees. Management says gross leverage will stay below 2x and the investment-grade rating will be maintained. The bridge also requires a minimum EBITDA-to-interest ratio of 3.00x, and any refinancing or additional debt will affect Uber's leverage profile.
What could prevent the deal from closing, and what are the financial consequences if it fails?
Closing requires a minimum acceptance threshold of 50% plus one share, specified competition and financial regulatory approvals, and other offer conditions to be set out in the offer document. If the offer lapses on regulatory grounds, Uber would owe Delivery Hero a €700 million termination fee, assuming Uber did not breach its regulatory efforts covenants. If Delivery Hero's boards withdraw support because of a competing offer, Delivery Hero would owe Uber €200 million. Delivery Hero may also terminate if all conditions are satisfied by May 10, 2028 but completion is delayed for regulatory reasons.
What happens to Delivery Hero's businesses that overlap with Uber Eats?
Delivery Hero has agreed to sell its operations in 14 markets, including Austria, Czechia, Norway, Sweden, Greece, Cyprus, Poland, Portugal, Romania, Spain, Chile, Ecuador, Türkiye, and Moldova, to SSW Partners for about $1.6 billion. These markets generated about $11 billion of 2025 Gross Bookings. The SSW sale is conditional on the Uber offer closing. Uber will not control these businesses, and it will lend SSW most of the purchase funding, which SSW will repay over time, including on a future sale of the assets.
When is the deal expected to close, and what are the key timing risks?
Closing is expected in the second half of 2027. The offer document must be approved by BaFin before the acceptance period begins. Timing risks include the length of the regulatory review across many jurisdictions, the need to refinance the 364-day bridge before closing, and the outside date of May 10, 2028 referenced in the agreement. Investors should also note that the press release describes the Prosus commitment as bringing Uber to about 53%, so the offer's success depends on Prosus tendering as agreed and on other shareholders accepting.
04—Continue