GRUBHUB INC. (NYSE:GRUB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 9.01.Completion of Acquisition or Disposition of Assets
On September 13, 2018, to the Agreement and Plan of Merger, dated as of July 24, 2018 (the “Merger Agreement”), by and among Grubhub Inc. (the “Company”), Grubhub Holdings Inc. (“Grubhub Holdings”), Lobster Merger Sub Inc., SCVNGR, Inc. d/b/a LevelUp (“LevelUp”), and Shareholder Representative Services LLC (solely in its capacity as Securityholders’ Representative), Grubhub Holdings completed its previously announced acquisition of LevelUp (the “Acquisition”). The aggregate consideration was approximately $390 million, subject to customary adjustments, and consisted of approximately $374 million in cash and assumption by the Company of unvested incentive stock options held by LevelUp employees.
Item 9.01.Regulation FD Disclosure
On September 13, 2018, the Company issued a press release announcing that it has completed the Acquisition. The Company also announced the signing of a definitive agreement to acquire certain assets of 11 franchisee-owned OrderUp food delivery markets across California, Colorado, Indiana, Missouri, Oregon, Oklahoma, and Virginia. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished herewith to Item 9.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation by reference language in such filing except as otherwise expressly stated in such a filing.
Item 9.01.Financial Statements and Exhibits
(a)Financial Statements of Businesses Acquired.
The Company intends to file the financial statements of LevelUp required by this Item 9.01(a) as part of an amendment to this Current Report on Form 8-K or otherwise not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b)Pro Forma Financial Information.
The Company intends to file the financial information required by this Item 9.01(b) as part of an amendment to this Current Report on Form 8-K or otherwise not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is required to be filed.
Press Release issued by Grubhub Inc. on September 13, 2018.
GrubHub Inc. ExhibitEX-99.1 2 grub-ex991_6.htm EX-99.1 grub-ex991_6.htm Exhibit 99.1 Grubhub Completes Acquisition of LevelUp Acquires additional OrderUp food delivery markets CHICAGO,…To view the full exhibit click
About GRUBHUB INC. (NYSE:GRUB)
Grubhub Inc. (Grubhub) is a provider of an online and mobile platform for restaurant pick-up and delivery orders. The Company connects more than 40,000 local restaurants with diners in more than 1,000 cities across the United States. For restaurants, Grubhub generates higher margin takeout orders at full menu prices. The Company’s target market is primarily consists of independent restaurants. Diners can access the platform through www.grubhub.com and www.seamless.com. The Company offers diners access to the network through its mobile applications designed for iPhone, iPad, Android, iWatch and Apple TV devices. The Company provides a corporate program that helps businesses address problems in food ordering and associated billing. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. Allmenus.com and MenuPages.com provide an aggregated database of approximately 380,000 menus from restaurants.