LONDON, Sept 3 (Reuters) - A top-10 investor in Just Eat said on Tuesday it would vote against the British food delivery company's proposed 9 billion pound ($11 billion) merger with Takeaway.com.
Eminence Capital, a U.S. asset management firm which owns 4.4% of Just Eat, said the financial terms of the deal were "grossly inadequate to Just Eat shareholders despite a sound strategic rationale for the merger."
Last month Amsterdam-based Takeaway.com and rival Just Eat finalised the terms of a deal, first outlined in July, to create a global food delivery company to rival Uber Eats as the largest outside China.
The group, to be called Just Eat Takeaway.com, would be a market leader in Britain, Germany, the Netherlands and Canada.
The deal would see Just Eat shareholders receive 0.09744 new Takeaway.com shares for each of their shares. When it was announced on Aug. 5 it valued Just Eat at around 4.7 billion pounds ($5.8 billion).
"It is clear to us that TKWY's offer of a 15% premium to JE's closing price on July 26 is highly opportunistic," said Ricky Sandler, chief executive and chief investment officer of Eminence.
"The proposed financial terms are far too favourable to TKWY shareholders and far too unfavourable to JE shareholders. Accordingly, we intend to vote against this arrangement," he said.
Just Eat shares closed at 775.8 pence on Monday, valuing the business at 5.33 billion pounds. ($1 = 0.8145 pounds) (Reporting by James Davey; Editing by Susan Fenton)