The €4.50 Question Hanging Over Delivery Hero's Shareholders

Delivery Hero's Q2 results beat estimates, but shares trade 11% below Uber's €41.50 bid, reflecting market doubts about deal completion by November 5.

Delivery Hero's latest earnings release was supposed to be about operational momentum — and on that front, the numbers delivered. But for investors, the real story remains the arithmetic of the tender offer sitting on the table from Uber, and the gap between where the stock trades and where the bid says it should be.

The company posted second-quarter gross merchandise value of €13.2 billion on a like-for-like basis, up 11.3 percent year on year, while revenue climbed 17.7 percent to €4.0 billion. Free cash flow swung to €348 million in the first half, a sharp turnaround from the minus €8 million recorded in the same period a year earlier. That performance prompted management to lift its full-year guidance: GMV growth is now seen at 9 to 11 percent, up from a prior range of 8 to 10 percent, with revenue growth raised to 17 to 19 percent from 14 to 16 percent. The adjusted EBITDA forecast was also bumped to €960 million to €1 billion, versus the earlier €910 million to €960 million.

Those figures help explain why Uber was willing to attach a 108 percent premium to the unaffected share price when it made its approach. Yet the equity itself has been trading well shy of the €41.50 offer price, closing Friday at €36.99 — a discount of roughly 11 percent that tells you everything about the market's lingering doubts over whether the deal actually completes.

The offer document, approved by BaFin, has been in circulation since last Saturday, and shareholders have until November 5 to tender their shares. Uber says it already holds an economic interest of more than 53 percent, comprising 24.77 percent in direct voting rights, 11.74 percent through financial instruments, and an irrevocable undertaking covering 16.68 percent. On paper, that clears the 50 percent-plus-one threshold. But there is a meaningful distinction between a declared economic interest and shares actually tendered, and that distinction is precisely what the market is pricing in.

The bull case rests on the underlying strength of the business. Quick commerce grew 32 percent in the quarter and now accounts for 18.3 percent of group GMV. Management also points to an AI-powered assistant for restaurant partners that has boosted average order volumes by around 15 percent and is already used by more than 40,000 businesses. Meanwhile, the planned sale of operations in 14 countries to SSW Partners for roughly €1.4 billion would streamline the balance sheet — though that transaction only goes through if the Uber takeover closes.

There are, however, several reasons for caution. The acceptance window stretches deep into November, and Uber doesn't expect to settle the transaction until the second half of 2027 — a long runway for regulatory complications or unexpected delays to emerge. The SSW deal is contingent on the takeover succeeding, so a stumble on either front would ripple through both. Berenberg analysts have also flagged persistent competitive pressure in South Korea and the MENA region that could temper otherwise solid growth. Insider selling, such as board member Johannes Bruder's disposal of shares in early August as part of an RSU tax settlement, has drawn some attention in takeover situations, though it doesn't alter the fundamental picture.

Sell-side reaction to the earnings has been muted, with targets anchored firmly to the offer price. UBS maintained its "Neutral" rating on Friday with a price objective of €41.50 — exactly in line with Uber's bid. Jefferies reiterated its "Hold" stance with the same target, citing the solid second-quarter performance. mwb research retains a "Sell" rating on the stock but nevertheless advises shareholders to accept the Uber offer, acknowledging that the takeover now dominates the investment narrative.

Ownership shifts are also drawing scrutiny. Gregory Alexander reported crossing a threshold, trimming his voting rights to 4.95 percent from 5.07 percent. Goldman Sachs Group disclosed a total position of 6.08 percent in mid-August, split between 1.19 percent in voting rights and 4.88 percent via instruments.

The stock closed 0.8 percent lower on Friday and sits 8.6 percent below its 52-week high of €40.49. The persistent discount to the offer price is a familiar pattern in pending takeovers — the market is effectively assigning a probability to completion. If acceptance rates climb visibly in the coming weeks and no new regulatory objections surface, the shares should grind toward €41.50. Should tendering stall or antitrust concerns emerge, that gap could just as easily widen.

November 5 remains the date that matters. Until then, Delivery Hero's operational achievements, however impressive, are playing second fiddle to a far more consequential question: whether Uber can actually collect the shares it needs.