Uber Technologies, Inc. announced a major international acquisition move on July 16, 2026, entering into a Business Combination Agreement to pursue a voluntary public takeover offer for Delivery Hero SE, the Berlin-based European food delivery company. Under the agreement, Uber’s wholly owned Delaware subsidiary, Uber International Technologies II Corporation, will make a cash offer to buy all outstanding no-par value registered shares of Delivery Hero for €41.50 per share. The transaction was approved by Uber’s board of directors. Delivery Hero’s management board and supervisory board also unanimously approved entering into the agreement. Delivery Hero’s management board agreed to recommend that shareholders accept the offer and to use reasonable efforts to secure a similar recommendation from the supervisory board, subject to fiduciary duties, applicable law and receipt of a fairness opinion. Uber said the offer is expected to be completed in the second half of 2027, assuming required conditions are satisfied. If successful, Delivery Hero would become a majority-owned indirect subsidiary of Uber. The takeover is structured under Germany’s Securities Acquisition and Takeover Act, known as the WpÜG, and will require publication of the formal offer document and clearance from relevant authorities. A key condition is minimum shareholder acceptance: holders of Delivery Hero shares must tender enough shares so that, together with shares held by or attributed to Uber’s bidder entity and its affiliates, Uber controls at least 50% of Delivery Hero’s shares plus one share, excluding treasury shares, as of the end of the acceptance period. The transaction is also conditioned on specified competition approvals and financial-services regulatory approvals. The agreement includes customary operating covenants. Delivery Hero agreed to conduct its business in the ordinary course between signing and completion or termination of the agreement and not to take certain restricted actions. It also agreed, subject to exceptions tied to the fiduciary duties of its boards, not to solicit competing acquisition proposals or enter into negotiations or share information with third parties concerning a sale of the company. The agreement contains termination rights for both sides. Either party may terminate if the offer lapses because conditions are not met or can no longer be met, or if a competing offer is announced and Delivery Hero’s boards withdraw support for Uber’s offer. Delivery Hero may also terminate if Germany’s BaFin prohibits publication of the offer document, if the offer price is below the agreed €41.50 per share, if the offer contains materially different conditions, if Uber or the bidder materially breaches the agreement and fails to cure, or if all offer conditions have been satisfied or waived by May 10, 2028, but completion has not occurred for regulatory reasons within 10 business days after that date. Uber and the bidder may terminate if Delivery Hero materially breaches the agreement, if Delivery Hero’s boards fail to support the offer as agreed, or if specified offer conditions would have failed during the period between announcement and publication of the offer document. The agreement also includes sizable break fees. Delivery Hero must pay Uber €200 million if the agreement is terminated because a competing offer is announced and Delivery Hero’s boards withdraw support, or if Uber terminates because the Delivery Hero boards fail to support the offer as required. Uber’s bidder must pay Delivery Hero €700 million if the agreement is terminated because the offer lapses due to failure to receive certain regulatory approvals, while all other conditions have been met and Delivery Hero has not materially and willfully or fraudulently breached its regulatory-efforts obligations. The same €700 million fee applies if all offer conditions have been satisfied or waived by May 10, 2028, but closing has not occurred because of regulatory reasons within the specified 10-business-day period. In connection with the planned acquisition, Uber also entered into a €14.2 billion senior unsecured bridge credit agreement on July 16, 2026. The agreement names Uber as borrower, Morgan Stanley Senior Funding, Inc. as administrative agent, and the lenders party to the agreement. Uber said the bridge facility is intended to finance the offer, fund related transactions, refinance certain Delivery Hero indebtedness and pay transaction costs. No borrowing was drawn on the effective date. The bridge loans, if drawn, would mature 364 days after the closing date. They would bear interest at EURIBOR plus an applicable margin tied to Uber’s non-credit-enhanced senior unsecured long-term debt ratings from S&P, Moody’s or Fitch. The margin is subject to step-ups on the 90th, 180th and 270th days after closing. The facility also includes a commitment fee beginning 120 days after July 16, 2026, a funding fee on funded loans, and duration fees if commitments remain outstanding or loans have not been repaid by the 90th, 180th and 270th days after closing. Uber said it expects to fund the transaction primarily with existing cash balances and debt. The bridge agreement requires mandatory prepayment and commitment reductions using 100% of the euro-equivalent net cash proceeds from certain equity issuances, debt issuances or asset sales after closing, subject to exceptions and reinvestment rights. The bridge facility includes customary representations, covenants and events of default. Among other restrictions, Uber and certain subsidiaries face limits on liens and subsidiary indebtedness. Uber must also maintain a ratio of consolidated adjusted EBITDA to consolidated interest expense of at least 3.00 to 1.00. Events of default include payment defaults, covenant breaches, material misrepresentations, certain cross-defaults above $300 million, bankruptcy or insolvency events, judgment defaults above $300 million, certain ERISA events, a change of control, and Uber ceasing to own 100% of the bidder entity. Uber also furnished a press release and investor presentation regarding the transaction under Regulation FD. The filing emphasizes that the acquisition remains subject to significant regulatory, financing, tender acceptance and execution risks, including the possibility that required approvals may be delayed, denied or conditioned in ways that affect the expected benefits of the deal.