Case signals EU antitrust risk associated with cross‑shareholdings in competing businesses
On 11 August 2025, the European Commission (“Commission”) cleared Naspers Ltd. (“Naspers”) €4.1 billion acquisition of Just Eat Takeaway.com N.V. (“JET”) in Phase I, on the condition that Naspers (acting through its investment vehicle Prosus N.V. (“Prosus”)) divests the majority of its 27.4 % shareholding in Delivery Hero SE (“Delivery Hero”) and refrains from any form of influence over that competitor for a considerable period. The Commission hasn’t disclosed the level to which Prosus is required to divest its interest in Delivery Hero, but following implementation of the remedy, Prosus will “no longer be Delivery Hero's largest shareholder” and the public data points to no other shareholder holding more than 5% in Delivery Hero.
The decision is noteworthy for three reasons:
- It is the first Phase I clearance since 2021 in which the Commission has obliged the acquirer to divest or radically dilute a minority stake in a rival. The Commission’s focus on the potential anticompetitive effects arising from minority stakes is, however, nothing new as we can see from its 2014 White Paper.
- The case follows the Commission’s June 2025 cartel decision against Delivery Hero/Glovo (as we discussed in this client memo) concerning an illegal cartel facilitated by a minority shareholding, underlining the regulator’s heightened focus on structural links between competitors and information flows.
- The commitments go beyond a pure sell-down: Prosus must, even after the sell-down and for an undisclosed “specified considerable time”, waive its voting rights, board representation and information rights, with oversight provided by an external monitoring trustee.
Key Facts of the Transaction
- Parties: The ultimate acquirer, Naspers (South Africa), is a global consumer-internet holding company. Prosus is a Dutch subsidiary and Naspers’ investment business. The target, JET (Netherlands), operates online food-ordering and delivery platforms in numerous EU Member States. Delivery Hero is a food delivery competitor of JET. Delivery Hero is not directly involved in the transaction but Prosus is its largest shareholder with a 27.4% stake. Prosus’s rights in Delivery Hero include (i) voting rights, (ii) the ability to nominate a director to Delivery Hero’s supervisory board and (iii) certain information rights.
- Transaction Structure: Naspers (through Prosus) will acquire sole control of JET by public tender offer announced on 19 May 2025.
- Overlap Profile: JET and Delivery Hero both offer online food delivery services in Austria, Bulgaria, Italy, Poland and Spain. In each of these markets, the two companies are leading players, and together would constitute the largest combined market position.
The Commission’s Concern
The Commission identified a single, but pivotal, competition concern: the structural link between JET and Delivery Hero created by Prosus’s minority shareholding. This concern is also reflected in the European Commission’s horizontal merger guidelines: “Structural links such as cross-shareholding […] may also help in aligning incentives among the coordinating firms” (para. 48).
- Reduced Incentives to Compete. The Commission identified two concerns:
- The structural link could dampen JET’s incentive to compete aggressively with Delivery Hero in the five overlap Member States and—through pan-European strategic decisions—across the wider EEA.
- In each of the five Member States, JET and Delivery Hero are, individually, among the top two or three platforms; together, they would likely be the largest provider.
- Increased Likelihood of Tacit Coordination. According to the Commission, Prosus’s presence on Delivery Hero’s board, combined with its ability to access commercially sensitive information, heightened the risk of tacit coordination:
- Aligned financial interests could facilitate parallel pricing, market allocation or a mutual decision to avoid entry or to exit marginal markets, ultimately harming consumer welfare through higher prices or reduced choice.
- The Commission viewed the structural link as lowering the barriers to soft-coordination. This concern may been heightened by its recent fines on Delivery Hero for illegal information sharing and a no-poach/market-sharing cartel with Glovo in the Spanish online food delivery sector, initially facilitated by a minority stake.
Remedy Package and Its Significance
Naspers agreed to:
- Sell-down Obligation. Reduce its equity interest in Delivery Hero (understood to a level less than <5%) within 12 months of closing.
- Voting and Influence Moratorium. Pending the sell-down and for an undisclosed “specified considerable time”:
- Prosus will not exercise voting rights on its residual shareholding in Delivery Hero;
- Prosus will not nominate, recommend or approve any candidate to Delivery Hero’s Management or Supervisory Boards; and
- Prosus will not acquire additional shares in Delivery Hero that would raise its holding above the agreed cap.
- Trustee Oversight. An independent monitoring trustee, approved by the Commission, will monitor full compliance with the divestiture and behavioural commitments.
EU Commission Precedents
Notwithstanding the specific reference to minority shareholding divestments in the Commission’s Remedies Notice, the requirement to divest or dilute a minority interest in a rival has only arisen in a handful of prior cases and in no Phase I cases since 2021. Prior cases include:
- Orange/Telekom Romania (2021). Orange was obliged to divest a 30% interest in TRMC, a competitor of Telekom Romania, before closing.
- Johnson & Johnson/Actelion (2017). J&J undertook to limit its shareholding in a competing pipeline company to below 10% and to relinquish board and information rights.
Key Takeaways
- Minority Shareholdings on the Radar
- The decision confirms the Commission’s readiness to scrutinise shareholdings below 30% when they create structural links to significant competitors and underscores the Commission’s growing sensitivity to the competitive impact of cross-shareholdings.
- Investors holding material minority stakes in concentrated sectors or where the shareholdings are between market leaders need to assess the risk of remedies in future in-market deals.
- Market dynamics and company-specific financial circumstances may complicate the successful execution of divestments and remedies.
- Sector-Specific Sensitivity
- Food delivery remains under special scrutiny following the June 2025 Delivery Hero/Glovo cartel decision. Digital-platform transactions in adjacent spaces (mobility, quick-commerce, last-mile logistics) should expect rigorous review of any cross-shareholdings.
- In the last six months, the Commission has taken action against structural links between competitors in this sector both where it facilitated a cartel, and where it generated substantive concerns in the merger context. Moreover, in the wider sector, the European Commission has also opened an in-depth investigation into the proposed acquisition of Kellanova by Mars.
- European Antitrust Authorities have also identified the agro-food value chain as a high-priority sector.
- Labelling a Stake as “Passive” Offers Limited Protection
- The Commission examined the incentives and potential information flow arising from Prosus’s minority stake and board seat, not merely formal rights. Even a single board seat—ostensibly a director independent of shareholders—was sufficient to trigger concerns.
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