Uber和DoorDash：Delivery Hero成为收购目标——模拟利润表分析

UBER and DASH: Delivery Hero is on the menu — a pro forma P&L It’s always the long weekend Fridays that get you. Delivery Hero (DHER; covered by AnnickMaas) reported that UBER has offered €33/share to acquire it. The FT also reported (link)that DHER investors are seeking a price of €40/share and that DASH could be in the mix,at least for a subset of the assets (MENA region). This may be an eventful one, with bidding Nikhil Devnani, CFA+1 917 344 8425nikhil.devnani@bernsteinsg.com Ajeya Patil, CFA+1 917 344 8467ajeya.patil@bernsteinsg.comNathan Gee determined, but we offer early thoughts and a simplified pro forma P&L — copyavailable with adjustable inputs. We can understand the strategic rationale of more scaleand the scarcity of assets left to acquire, but expect the deal to be dilutive to EPS, particularly +1 917 344 8573nathan.gee@bernsteinsg.com in Year 1. We also question the use of capital vs. alternatives at a pivotal time for UBER(i.e.,organic reinvestment, buybacks, AV initiatives, or other M&A). We fall somewhere in themiddle on it, with dilution our primary issue. We don’t want to see this get bid up higher. It’s been coming...sort of.UBER has been slowly building a stake in DHER (see Detailssection). DHER’s stock (+50% YTD) looks to have also been pricing in takeout optionality,which partly explains the lack of “premium” in the initial bid, in our view. It does fit with thebroader industry theme of consolidation (DASH buying ROO, Prosus buying TKWY) asDelivery enters an era of larger scaled players and global competition. However, we think Offense and defense?We can appreciate UBER’s desire to build an even bigger and moreglobal Delivery franchise — certainly, that scale has been advantageous to date. UBER’soperational excellence, product innovation, and more firepower for investment shouldequate to a better-run DHER. As a comp, DASH is already re-accelerating Deliveroo. Thesemarkets are under-penetrated and there’s room to unlock bigger profit pools long-term.Perhaps there’s a desire to keep it out of competitor’s hands too. DHER’s markets are A $14-18B deal.How this deal is financed, and synergy opportunities will matter,particularly if UBER can also leverage Mobility operations to grow revenue and cut cost.For now, we assume 70% debt and 30% cash. TBD. We aggregate the two P&Ls, makingadjustments for (moderate) cost synergies, the financing impact on interest expense/income, and amortization. Net-net, we estimate the deal is -MSD to HSD% dilutive to GAAPEPS in Year 1, but that improves to -LSD% in Year 2 as DHER profitability grows. Over a Overlap and incrementality.Certain markets could face regulatory objection, whichmay lead to divestitures or impact the attractiveness of the deal for UBER altogether (andcreate opportunities for DASH). Compiling MAU share we’d flag markets like Turkey, Spain,Portugal, Sweden, and Chile to name a few. On the other hand there is also incrementality inregions like Italy, Korea, Hong Kong, Saudi Arabia, and Argentina. If this deal goes through BERNSTEIN TICKER TABLE INVESTMENT IMPLICATIONS We rate UBER and DASH Outperform. DETAILS BRIEF CONTEXT AND A FEW THOUGHTS FROM HERE UBER first built a stake in DHER as part an attempted acquisition of the Taiwan Foodpanda asset, which was denied byregulators. The stake was increased recently as Prosus (not covered) was forced to sell part of its position to close the TKWYdeal. And earlier last week UBER upped its stake to 19.5% with 5.6% of additional exposure via options. This culminated in aninitial offer of €33/share. DHER’s business has been under strategic review following the announced CEO transition, and wehave to assume the stock has been moving higher in anticipation of a takeout (+50% YTD), hence the lack of ‘premium’ in the The initial bid from UBER of €33/share implied an EV/Adj. EBITDA multiple of 13x on Street 2026E estimates and 10x on2027E expectations. If we take the latest reporting of the €38-40/share bids at face value, the 2026E multiple moves to 15xand the 2027E multiple to 11-12x. The range is comparable to the Deliveroo acquisition at ~12x and the Just Eat Takeawayacquisition at 12.5x Adj. EBITDA (current year basis). Although UBER does not have the multiple premium DASH did when itbought Deliveroo. For context, DHER management has guided to 8-10% Y/Y GMV growth on a like-for-like basis in 2026. On We run through the pro forma math later in this note, and we expect EPS dilution to be the biggest hurdle/challenge — thoughit diminishes as we roll forward. More qualitatively, we think investors will probably wrestle with the benefits of greater scaleand cross-platform potential vs. alternative uses of capital like repurchasing UBER stock, which itself looks heavily discounted.Buybacks don’t necessarily have to stop, but a large deal coupled with continued AV investments (CapEx + equity stakes) couldchange the prioritization of capital return. We also expect AV bears to point out tha