Uber's takeover of Delivery Hero has cleared one of the most critical hurdles ahead of the market vote. On September 2, the German company's management board and supervisory board published their formal assessment of the offer, recommending that shareholders accept the 41.50 euros per share proposed by Uber International Technologies II Corporation. Both boards describe the price as fair and adequate, considering the transaction to be in the best interest of the company and its stakeholders.

The offer, announced in July and cleared for publication by BaFin in late August, implies a fully diluted equity value of around 13 billion euros according to Delivery Hero, while Uber indicated a value of 14.8 billion dollars for 100% of the share capital, or 13.7 billion net of shares already acquired. The acceptance period ends on November 5, 2026.

Uber aims to combine mobility and delivery on a global scale

The industrial rationale goes beyond food delivery. In recent years, Uber has built a platform combining ride-hailing, delivery, grocery, and logistics. Delivery Hero brings brands such as Glovo, foodpanda, talabat, and PedidosYa, along with a strong presence in markets where Uber Eats does not have the same scale.

According to the companies, the combined group would have operations in 99 markets and pro forma gross bookings of 236 billion dollars in 2025. This scale enables the sharing of technology, payments, maps, marketplaces, and merchant relationships.

Part of the business will be sold to SSW

To address overlaps and make the transaction more manageable, Delivery Hero has agreed to sell operations in 14 markets to SSW Partners, conditional on the completion of the takeover. Uber will not control those businesses. The package includes countries where platform overlap would be most evident.

This is a key element, showing that the transaction is being designed with potential antitrust concerns in mind from the outset. Reducing simultaneous presence in certain markets does not eliminate all regulatory issues, but it can make the deal more defensible.

Prosus makes the outcome less uncertain

Uber already held a significant stake in Delivery Hero and has secured an irrevocable commitment from Prosus to tender its shares. According to the offer documentation, this would bring Uber's total economic interest to around 53%, taking into account the shareholdings and instruments outlined in the transaction.

The boards' recommendation adds a further signal. Naturally, shareholders remain free to decide and the transaction is subject to conditions and approvals, but the combination of a premium price, executive backing, and already aggregated stakes reduces uncertainty compared to a hostile takeover.

The price premium is very high

Uber indicates that the 41.50 euros represents a premium of approximately 108% over the unaffected closing price on May 8 and approximately 127% over the volume-weighted average price for the three months prior to that date. Premiums of this magnitude are a way to quickly secure support, but they also reflect the perception that Delivery Hero had a strategic value higher than that reflected by the market.

For shareholders, the choice is between cashing in the premium immediately and maintaining exposure to an independent company with its own opportunities and risks. The board's recommendation clearly indicates which of the two paths it considers more advantageous.

Delivery is entering a consolidation phase

The pandemic multiplied valuations and investments in delivery platforms. The return to normal demonstrated how difficult it is to build high margins in a business driven by physical logistics, promotions, and local competition. Scale has become increasingly critical.

Uber approaches the takeover after demonstrating that mobility and delivery can coexist within the same app and share part of the costs. Delivery Hero, by contrast, built a global network through local brands. The merger combines two distinct aggregation strategies.

The impact on riders and merchants is not automatic

The companies argue that the tie-up will expand opportunities for couriers and merchants. A larger user base may well generate more demand, and shared infrastructure could reduce costs. However, greater market concentration could also diminish the bargaining power of those who rely on the platform.

Regulators will have to evaluate not only the market share between apps, but also the impact on commissions, working conditions, data access, and merchants' ability to use competing platforms.

The Berlin headquarters will remain at least until 2029

Uber has made specific commitments to Germany and employees, including keeping Delivery Hero's headquarters in Berlin at least until 2029. It is a way to reduce the perception of an acquisition that hollows out one of the most important tech companies founded in Germany.

In the long run, however, the real integration will center on technology and organization. Two global platforms bring different systems, cultures, and processes. The promised synergies must be achieved without disrupting markets that operate in real time every day.

Uber is transforming into an infrastructure for movement

The most interesting reading of the takeover is seeing Uber no longer as an app-based taxi company. The group wants to be the software layer through which cities and consumers move people, meals, groceries, and goods. Delivery Hero adds density and geographies to this project.

If the offer is completed, it will be one of the most significant transactions in the history of digital delivery and a further signal that the sector is moving past its fragmented phase. Competition will not disappear, but the players capable of sustaining global investments will be fewer and much larger.

Sources