Delivery Hero's Double Play: Strong Results Meet a Tender Offer That Caps the Upside

Delivery Hero's strong Q2 results and raised guidance fail to close the gap between its share price and Uber's €41.50 takeover bid.

The arithmetic facing Delivery Hero shareholders has rarely looked so straightforward — and so frustrating. Uber's €41.50-per-share cash bid values the Berlin-based food delivery group at roughly €13 billion, yet the stock keeps trading at a stubborn discount to that figure. On Friday, shares closed at €36.99, down 0.8 percent on the day, leaving a gap of more than €4.50 between market price and offer price.

That spread persists even as the company delivers the kind of numbers that would normally send a growth stock soaring. Delivery Hero's second-quarter report, published Thursday alongside the formal launch of Uber's voluntary public takeover offer, showed accelerating order volumes, a sharp swing to positive free cash flow, and a guidance raise across every major metric.

Guidance Raised Across the Board

Management now expects gross merchandise value (GMV) growth of 9 to 11 percent for the full year, up from a previous range of 8 to 10 percent. Revenue guidance was lifted more dramatically, to 17 to 19 percent growth from 14 to 16 percent. Adjusted EBITDA is now projected at €960 million to €1 billion, compared with the earlier €910 million to €960 million.

The second-quarter numbers justify the optimism. Group GMV expanded 11.3 percent year-on-year to €13.2 billion, a clear acceleration from the 8.8 percent growth recorded in the first quarter. For the first half as a whole, GMV rose 10.1 percent to €25.7 billion, while revenue climbed 17.8 percent to €7.8 billion.

The profitability picture is equally encouraging. Adjusted EBITDA came in at €427 million for the first six months, up from €411 million in the prior-year period and comfortably ahead of the €396 million analysts had penciled in. More striking still, free cash flow before special items swung to plus €348 million from minus €8 million a year earlier — a turnaround that gives management ample room to maneuver while the takeover process plays out.

Quick Commerce Emerges as a Growth Engine

A notable driver of the improved performance is the quick commerce segment, which now accounts for 18.3 percent of group GMV, up 3.1 percentage points year-on-year. Orders through the Dmart brand jumped 39 percent — the fastest growth rate in more than three years — underscoring the strategic bet on rapid delivery as a complement to the core restaurant delivery business.

Delivery Hero is also investing in artificial intelligence to sharpen its competitive edge. On August 13, the company unveiled an AI assistant for restaurants and shops that more than 40,000 partners have already adopted. According to the company, restaurants using the tool see an average 15 percent increase in orders. Internally, the company has deployed an AI agent called Herogen for software development, which it says delivers output equivalent to roughly 130 experienced developers annually.

The Tender Offer Casts a Long Shadow

For all the operational momentum, the stock's reaction has been muted — and the reason is the takeover itself. Uber has already secured a majority of approximately 53 percent of Delivery Hero, underpinned by an irrevocable tender commitment from major shareholder Prosus. The acceptance period for remaining shareholders runs until November 5, with the German financial regulator BaFin having cleared the offer document.

The offer price of €41.50 per share sits just 12 percent above the current market level, leaving little room for arbitrage. Berenberg analyst Wolfgang Specht, who reiterated a "Buy" rating with a €41.50 price target on Friday, argues the discount is too wide and does not rule out Uber sweetening its bid. Whether investors should hold out for a higher offer or accept the current terms as final is the central question hanging over the stock until the deadline.

Divestitures Pave the Way for Regulatory Approval

To clear antitrust hurdles, Delivery Hero is simultaneously unwinding parts of its international footprint. The sale of its operations in 14 countries — including Austria and Turkey, where it operates the Yemeksepeti brand — to New York-based investor SSW Partners for €1.4 billion is contingent on the Uber deal closing. A separate disposal of its Taiwan business is planned for the fourth quarter, with an expected proceeds of around $600 million.

CFO Marie-Anne Popp has confirmed that Delivery Hero will operate independently of Uber until the transaction's final completion, which is expected in the second half of 2027. The company's balance sheet supports that runway: after drawing a credit line in March and buying back convertible bonds from the 2026/2027 vintages, Delivery Hero holds €2.8 billion in liquid assets.

For now, the market seems content to wait. The stock has gained 63 percent since the start of the year, but the near-term trajectory depends less on operational execution than on the outcome of a tender offer that has effectively set a ceiling on the share price — unless Uber decides to raise its hand.