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Daily news and analysis about the food tech revolution

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California Law to Ban Food Delivery Services From Adding Non-Partnered Restaurants

California Gov. Gavin Newsom signed a piece of legislation into law this week that hits at third-party delivery services listing non-partnered restaurants on their websites. At the tail-end of yesterday, the Los Angeles Times reported that the first law will require delivery services to sign formal contracts with restaurants before listing those businesses on their platforms.

The law is likely to raise at least some controversy. Under it, third-party delivery services would have to have formal agreements in place with all the restaurants listed on their platforms. Up to now, restaurant listings on third-party delivery sites have been something of a free for all, with delivery services adding restaurants whether or not they have ever made an agreement or even spoken. Restaurants don’t pay the commission fees on these orders. Instead, those get passed to the customer.

Delivery services argue that this practice helps local businesses attract more customers. Restaurants, meanwhile, have complained about inaccurate prices and menu items on those sites, while others have said they receive orders for pickup or delivery items they can’t actually fulfill because they don’t offer off-premises options.

California’s law comes at a time when most restaurants have been more or less forced to take their business off-premises to even stay alive through the upheaval caused by the pandemic. But at the same time, a bunch of other restaurant tech companies are offering alternatives to third-party delivery services. So a restaurant getting listed on Grubhub’s website could be undercutting the businesses own separate efforts to fulfill delivery orders (and retain direct relationships with customers).

Third-party delivery services rely on these non-partnered listings to increase their share of the market and look attractive to potential investors. Having to sign formal agreements with businesses will slow these companies’ ability to some restaurants, and outright halt them from getting others. That in turn would further undercut the still-unprofitable model on which the market is built.

Rhode Island introduced a similar ban earlier this year that is still pending. California’s is set to take effect on Jan. 1, 2021.  

Report: DoorDash May Go Public in 2020 Amid Broader Delivery Consolidation

DoorDash could file for an IPO as soon as the fourth quarter of 2020, according to “sources familiar with the matter” who spoke to Bloomberg.

The third-party delivery company is reportedly “taking steps” to go public in November or December of this year through a traditional IPO, rather than a direct listing, which the company had considered earlier this year.

The potential IPO comes at a time when the third-party food delivery sector is seeing a steady stream of mergers and acquisitions, from Just Eat Takeaway.com buying up Grubhub to the more recent deal from Uber to snap up Postmates for $2.65 billion.

DoorDash itself has largely stayed out of that M&A activity. The company acquired Caviar for $400 million about a year ago. Since then, DoorDash has been largely focused on diversifying its business. It launched its first ghost kitchen facility in October 2019. And since the start of the pandemic, DoorDash has teamed up with convenience stores like 7-Eleven, launched its own “ghost convenience store,” and, just last week, started an on-demand delivery [— LINK — ] service for groceries.

Those moves make sense in light of the fact that the restaurant industry has been one of the hardest-hit business types by the pandemic. Demand for third-party delivery may be up, but many restaurants — both independents and large chains — are closing down, which means DoorDash may need new lines of business to have a shot of being profitable (which, according to Bloomberg, it is not).

Like other restaurant third-party delivery companies, DoorDash is also navigating a substantial amount of controversy. In April, DoorDash, Grubhub, and others were the subject of a class-action lawsuit alleging third-party delivery companies used their market power to push restaurant prices higher during the pandemic. In June, the San Francisco DA sued DoorDash over worker misclassification, and if a ballot measure that would loosen restrictions over gig worker classification in California does not pass in November, DoorDash (and others) will face another threat to its chances for profitability. That’s to say nothing of commission fee caps, much-maligned tipping policies, and other gripes a growing number of the general public has against third-party delivery companies.

DoorDash was last valued at nearly $16 billion and, throughout the pandemic, has been an “essential service” more and more folks are using as the future of restaurant dining rooms remains uncertain.

Like everything else these days, the timeline for the company’s IPO could change based on, among other factors, the trajectory of the pandemic.

Are Food Delivery Services ‘Violating’ Mandatory Fee Caps in NYC?

NYC regulators are demanding stricter oversight of the recently mandated caps on delivery commission fees, according to the NY Post. NYC Councilman and head of the small business committee Mark Gjonaj this week urged Mayor De Blasio’s Office of Special Enforcement to fine the offending parties (i.e., the delivery services) found to be violating the fee caps.

Which is apparently happening. At a hearing this week, OSE’s executive director Christian Klossner said his office had received two complaints from restaurants that were charged more than fee caps allowed by the delivery companies. Klossner said the companies (unnamed) had refunded the money, but Gjonaj demanded the OSE “consider fining the offending company.” 

Two restaurants isn’t a lot, but Gjonaj, seems to suggest the actual number of businesses being overcharged could be bigger. Speaking at the hearing this week, he said, “If these companies have done it to one restaurant, it must be widespread.”

While not proven, that point wouldn’t exactly surprise, since third-party delivery services have disregarded legislation before, most notably around worker classification. Fee caps are so new on the third-party delivery regulatory front that there hasn’t been much time for companies to flout the rules, or for restaurants to make known that they’re being overcharged. Part of Gjonaj’s call over more enforcement of the caps seems aimed at bringing any violations into the light. “How are you getting the word out to the thousands of businesses that they need to bring this to your attention?” he asked attendees at this week’s hearing.

Like a growing number of U.S. cities, the Big Apple imposed mandatory fee caps on commission fees at the peak of shelter-in-place mandates brought on by the pandemic. The aim of those fee caps is to help restaurants, who normally fork over as much as 30 percent per transaction to third-party delivery companies in commission fees. Needless to say, those commission fees were gutting the already decimated restaurant industry, hence caps imposed by NYC, San Francisco, Los Angeles, Baltimore, and many others. 

Those fee caps are for the most part meant to endure only as long as cities remain in emergency states around the pandemic. Soon enough, though, these cities will have to weigh the ups and downs of mandating — and enforcing — the caps over the long term, along with other measures that can better protect restaurants in a delivery-crazed world. 

Just Eat Takeaway.com to Stop Using Gig Workers in Europe

Just Eat Takeaway.com just made its sentiments known about how to classify gig workers — but not in the way you’d expect from a third-party delivery service. Company boss Jitse Groen told BBC this week that Just Eat Takeaway.com will “end” gig working in its operations in Europe.

“We’re a large multinational company with quite a lot of money and we want to insure our people,” he said. “We want to be certain they do have benefits, that we do pay taxes on those workers.” 

“Large multinational company” aptly describes Just Eat Takeaway.com these days. The company itself is the product of Netherlands-based Takeaway.com’s recent acquisition of the U.K.’s Just Eat. And in June, the newly formed company announced it would acquire Grubhub, creating the largest food delivery service in the world outside of China.

All that M&A means more hiring. But this hasn’t been a particularly easy time for gig workers, in Europe or elsewhere. With the pandemic keeping more folks at home, delivery orders are up. That demand renders the folks driving or biking the food to customers frontline workers at higher risk of exposure to the coronavirus. Under the status of gig worker, these individuals do not have access to certain workplace protections (e.g., paid sick leave) they would as employees.

Just Eat Takeaway.com’s changes to worker classification may only apply to Europe right now, but the company has operations all over the globe. The aforementioned Grubhub deal will soon give the company a presence in the U.S., too, where the debate over gig workers is especially heated right now. Just this week, a California judge ordered Uber and Lyft to reclassify its contract workers as employee. For Uber, that would mean changing the underlying model around its Eats business, too.

Groen did not say when the change for its his company’s European workers would take place. And how Just Eat Takeaway.com handles U.S.-based workers once the Grubhub deal kicks in remains to be seen. 

While Just Eat Takeaway.com looks to remove many of the downsides of gig worker jobs, others are spending millions to fight any changes to the system. At some point a new standard around benefits for these workers might emerge from the fight. Let’s hope it’s one that values human health and well-being over food delivery’s ever-elusive path to profitability.  

Uber to Acquire Postmates for $2.65B

Uber has agreed to acquire Postmates in a roughly $2.65 billion all-stock transaction, according to a press release from Uber. The deal is expected to close in the first quarter of 2021.

Uber first made the offer to buy Postmates at the very end of June, after a failed attempt to snap up Grubhub. According to sources close to the matter that spoke to Bloomberg, the two companies have actually been in talks on and off for about four years. 

The boards of both Uber and Postmates have approved the transaction, which is still subject to the approval of Postmates shareholders and also any regulatory approvals. Uber said in the press release today that it will keep the consumer-facing side of the Postmates app running separately from its Eats app, “supported by a more efficient, combined merchant and delivery network.” 

Acquiring Postmates would give Uber a larger presence in certain key markets, like Los Angeles, where Postmates is the leading third-party delivery app. In the past, Uber has said it will pull out of markets where it is not the number one or number two player.

Today’s deal is another piece of evidence that third-party delivery is consolidating fast. Grubhub itself was acquired by the newly formed Just Eat Takeaway.com in June. Elsewhere, Delivery Hero recently bought South Korean service Woowa Bros. for $4 billion and Brazil-based iFood announced a merger with Colombian delivery heavyweight Domicillios.com.

Notably, DoorDash, which is still the U.S. leader in terms of marketshare for third-party delivery, has not come up in this M&A flurry. At last check, the company secured an additional $400 million in funding. It filed to go public in February and still plans on a listing for 2020.

Uber Just Made an Offer to Buy Postmates

Just weeks after it lost the chance to acquire Grubhub, Uber has made an offer to buy Postmates, according to the New York Times. 

Three sources “familiar with the matter” and speaking anonymously told the NYT that Uber could potentially buy its third-party delivery rival Postmates for $2.6 billion and that the deal was in talks right now — though it could also fall apart.

It wouldn’t be the first time a deal fell through for Uber. Only weeks ago, the company looked to be buying Grubhub to bolster its Eats business. Those plans went awry after Dutch food delivery service Just Eat Takeaway.com swooped in and made its own deal with Grubhub for $7.3 billion. 

Antitrust concerns were one of the main issues with an Uber-Grubhub deal. Had the two companies combined, the new entity would have created a delivery service with as much marketshare as DoorDash currently holds (45 percent of the U.S. market) and rendered the on-demand food delivery arena much less competitive.

A Postmates deal would raise fewer regulatory flags, since the Bay Area-based service, last valued at $2.4 billion, is a much smaller player than Grubhub.

Even so, consolidation is in full swing in the food delivery world. Besides Just Eat Takeaway.com’s deal with Grubhub, Delivery Hero recently bought South Korean service Woowa Bros. for $4 billion and Brazil-based iFood announced a merger with Colombian delivery heavyweight Domicillios.com.

Uber has said Eats will only operate in markets where it is the number one or number two player. In the U.S., that feat that would have been easy to accomplish with a Grubhub acquisition. Were a Postmates deal to go through, it’s less certain how dominant Uber Eats would be across the country, since Postmates holds considerably less market share than the other major players.

Gaming, Glass Houses, and Other Signals of Restaurant Recovery

Everyone’s talking about Just Eat Takeaway’s acquisition of Grubhub this week, so let’s talk about mannequins in restaurants instead.

At a virtual workshop for The Spoon this week, Max Elder, a Research Director at the Institute for the Future, referenced restaurants that are currently using mannequins to fill up tables left empty by social distancing rules. The example is what he calls a “signal.” Signals are, as Elder explained, “small or local innovations happening today, with potential to grow in scale and geographic distribution.” They are one small thing happening right now that can eventually accelerate into a widespread trend that changes an industry or, as Elder suggested, the entire food system.

The restaurant industry is full of these signals right now as businesses struggle to adjust to the new reality of reduced capacity in the dining rooms, an emphasis on to-go orders, and social distancing guidelines. Some things, like curbside pickup, have already become full-on trends everyone is doing. But plenty of restaurants are innovating on a much smaller scale, whether it’s through a new technology, product, or creative approach to social distancing. See the mannequins example above.

Will all of the signals currently out there in the restaurant industry become widespread trends? It’s too soon to tell, but they all provide some specific, granular detail on about new restaurant experiences and unique ways businesses are working to change the way we eat. In the spirit of that, here are a few noteworthy signals that may or may not become widespread but show us that innovation is alive and well in the restaurant biz.

Gaming gatherings. Fancy a little D&D with your to-go latte? Hex & Company, a board game cafe in NYC, set up an online gaming service to keep customers in touch with its brand (and also probably give them something to do) during shelter-in-place restrictions. 

People in glass houses. A shoutout to virtual workshop attendee QQ for bringing this up during the session. A restaurant in Amsterdam is making it safer for diners to eat out by enclosing them in tiny greenhouse-like glass structures while they eat. (See image above.) The concept is compelling because it serves up a unique restaurant experience that’s socially distanced at the same time.

Virtual tip jars. We’ve written about this one before. Out-of-work servers and bartenders can receive Venmo tips from folks they may never have served, thanks to efforts like this one in Chattanooga. The contactless aspect of these virtual tip jars could make the concept at attractive sell even once we’re past the pandemic.

Restaurant relief kitchen. When fine-dining restaurant Alma Cocina Latina had to close its doors because of the pandemic, owner Irena Stein turned it into a relief kitchen for food-insecure individuals around Baltimore. The concept was so attractive it eventually got the backing of José Andrés’ World Central Kitchen.

If eating inside a glass greenhouse or playing Magic the Gathering via your local coffeeshop’s server seems kind of strange, that’s good. One of my favorite moments of this week’s workshop was when Elder said, “Any useful statement about the future should at first seem ridiculous.” As the restaurant industry enters a new era, we’ll need as many left-of-center ideas as we can possibly get.

Another Day Another Grubhub Rant

OK let’s actually talk about Grubhub. Or rather, let’s talk about what Just Eat Takeaway inherits if its deal to acquire Grubhub is approved by shareholders and goes through.

To quickly sum up the news, this week Amsterdam, Netherlands-based Just Eat Takeaway confirmed its $7.3 billion deal to acquire Grubhub. The sale creates a combined 360,000 restaurant clients across 25 countries, and roughly 70 million customers. 

Just Eat Takeaway, which is itself a newly formed company, also gets an automatic in with some of the strongest food delivery markets in the U.S., New York City and Grubhub hometown Chicago among them. It gets access to other markets across North America and therefore can take a hefty swipe at U.S. market leader DoorDash, and it will become the largest food delivery service in the world outside of China.

The deal, which is expected to close in the first quarter of 2021, also means Just Eat Takeaway will inherit the many (many, many) highly controversial aspects about Grubhub.

Over the last year alone, Grubhub has been accused of using misleading websites and phone numbers to charge restaurants extra fees, listing restaurants on its site with which the service doesn’t even have a deal with, and it’s stood behind the arguably unethical commission fees it charges restaurants. When he pandemic struck the U.S. in full force and restaurant dining rooms closed down, Grubhub didn’t waver from those fees. It merely offered a vaguely worded announcement about deferring fees for a temporary period, and the company spoke out against the mandatory caps many city governments have placed on those fees.

Uber, a former Grubhub suitor, reportedly balked at these shady business practices, which were one reason among many that deal went south. Just Eat Takeaway hasn’t made any mention of them in official statements or interviews so far, though in an interview with NRN this week the company said it was attracted to Grubhub’s business model. It’s too soon to know what that means for restaurant clients, but it doesn’t exactly instill confidence that things will change.

Unless consumers themselves opt out of using those services. One of the things Elder mentioned in his talk today was that everyone has a stake in the future of food. For restaurants and delivery, that means customers can help dictate the direction of the industry by the places where they eat and and the services they order from. No, every consumer that reads about the above controversies won’t delete their Grubhub and/or Just Eat Takeaway apps. But it’s worth remembering, as we’re forced to redesign the food system, that everyone’s actions, right down to the $5 sandwich order, will have lasting impact on the future of food.

Tune Into The Spoon’s Startup Pitch Session

Let’s end on a non-rant this week by highlighting the wealth of startups out there working around the clock to help change the food system for the better. Next week, The Spoon will host a Startup Pitch Session you can tune into via CrowdCast to see what some of these companies are up to.

For this first-ever Food Tech Pitch Sesh, Better Food Ventures’ Brita Rosenheim and Sansaire founder Scott Heimendinger will judge three food tech startups pitching their products. It’ll be great fun, with lots of constructive feedback you’ll likely be able to take and apply to your own business.

Join us next week, on June 18 at 10 a.m. PST. Register here to save your spot.

This is the web version of our newsletter. Sign up today to get updates on the rapidly changing nature of the food tech industry.

DoorDash Close to Securing More Funding, $15B Valuation

DoorDash is close to securing a new round of funding that would value the company at over $15 billion, according to the Wall Street Journal, which cited sources close to the matter. 

The delivery service plans to sell hundreds of millions of equity to its exiting backer T. Rowe Price Group Inc. as well as Fidelity Investments. Softbank, which already backs DoorDash via its Vision Fund, is also considering participating. WSJ notes that the exact size of the deal and the full roster of investors is not fully finalized. 

Right now, DoorDash holds the number one spot in the U.S. in terms of market share for third-party delivery. The company filed to go public in February of this year, and according to the WSJ is still planning on a listing for 2020. DoorDash is also expected to break even this quarter, which would mark the first time the company has done so and also further push the service down the path to profitability. 

All that said, DoorDash is going to have to work hard to defend that number one spot. News of this potential funding comes on the heels of Just Eat Takeaway announcing its $7.3 billion acquisition of Grubhub. While Just Eat Takeaway CEO Jitse Groen didn’t name specific names, in an interview this week he called out “irrational” competitors “giving food away for free,” which is a tactic DoorDash has used (via deals and promotions for customers) to push its way into new markets. Groen said the combined forces of Just Eat Takeaway and Grubhub plan to “push back” on the competitors.

The Grubhub-Just Eat Takeaway deal still has to be approved by company shareholders. Meanwhile, the WSJ said DoorDash’s potential funding round “could still fall through.”  

But if both go through, rather than fall through, the third-party delivery market will become even more competitive than it’s been previously. A shift to off-premises orders as restaurants deal with reduced capacity in dining rooms and customers wary of eating out will only intensify that competition.

Updated: Just Eat Takeaway Acquires Grubhub

Update: Amsterdam, Netherlands-based delivery service Just Eat Takeaway announced this afternoon it has entered into an all-stock deal with Grubhub. Just Eat Takeaway will acquire 100 percent of Grubhub’s shares, and the merging of the two companies will create one of the largest food delivery services in the world. The news puts Uber, which had previously been in talks with Grubhub, out of the running.

Previously:

It seems that the bidding war for Grubhub is coming to an end before it ever really got started. Multiple news outlets today have reported that Uber Is ready to pull out of its proposed deal to buy Grubhub while Just Eat Takeaway is in advanced discussions to buy the latter.

CNBC reported today that Uber will likely to pull out the proposed deal with Grubhub because of antitrust concerns that have been raised over it by multiple Democratic lawmakers. Amy Klobuchar, D-Minn., summed up the concerns in the following statement (reported by CNBC):

“I have repeatedly raised concerns and advocated against a potential merger between Uber and GrubHub. During this pandemic, when millions are out of work and many small businesses are struggling to stay afloat, our country does not need another merger that could squelch competition. News that the Uber/Grubhub deal may not materialize would be good for both consumers and restaurants.”

Meanwhile, at the start of this week, Grubhub looked to have two suitors from Europe, Delivery Hero and the newly formed Just Eat Takeaway. According to a press release from today, Just Eat Takeaway is in “advanced discussions with Grubhub regarding an all-share combination of Just Eat Takeaway.com with Grubhub.”

A deal with a European company would raise fewer regulatory flags because it would still mean four major third-party delivery players operated in the U.S. market: DoorDash, Uber Eats, Postmates, and Grubhub-Just Eat Takeaway. Uber buying Grubhub would have knocked that number down to three, eradicating some competition.

Grubhub Could Soon Be the Center of a Third-Party Delivery Bidding War

Third-party food delivery service Grubhub has two potential European acquirers, according to an article from CNBC. Just Eat Takeaway and Delivery Hero have both expressed interest in merging with Grubhub, according to CNBC sources. 

The news comes shortly after Uber made an offer to buy Grubhub in May. At the time, we wrote that the combined forces of Uber Eats and Grubhub would potentially knock DoorDash out of the top spot in terms of marketshare in the U.S.

However, according to the CNBC article, that deal has been overshadowed by antitrust concerns, which would make getting regulatory approval on a deal much more difficult. A deal with a European company would likely get less scrutiny from regulators.

Just Eat was itself the center of a bidding war in 2019 between Takeaway.com and Naspers-backed tech firm Prosus. Takeaway.com won that battle. Prosus has a 22 percent stake in Delivery Hero, so if a bidding war breaks out over Grubhub, in a sense, those two companies will be going toe-to-toe once again.

CNBC’s sources said Grubhub is weighing its options and “mulling the right deal structure with potential buyers given market conditions and regulatory risks.”

For both Just Eat Takeaway and Delivery Hero, a deal with Grubhub would allow them to enter the U.S. market, where Grubhub is one of the main players along with Uber Eats, DoorDash, and Postmates. Grubhub has an especially large presence in markets like NYC and Chicago, which would give either of these European suitors automatic access to those audiences.

Meanwhile, all this is further evidence that consolidation for the third-party delivery market is here. Besides the Just Eat-Takeaway.com deal, 2019 also saw Delivery Hero buying South Korean service Woowa Bros. for $4 billion and Brazil-based iFood announcing a merger with Colombian delivery heavyweight Domicillios.com. 

Third-Party Delivery Suspends Services to Comply With Curfews

Minneapolis, Los Angeles, Nashville, Philly, Atlanta . . . the list of cities under curfew goes on, and if you live in one of those places and were counting on some food delivery for your supper, you’ll have to look elsewhere. DoorDash recently told The Verge it is “pausing” operations to comply with those local curfew orders. 

From The Verge:

DoorDash, which has seen an increase in orders as restaurants have been forced to suspend eat-in dining during the pandemic, told The Verge it is pausing operations to abide by curfews. Its spokesperson did not provide details about which cities were affected as of Monday.

Uber has also suspended service in some cities, which extends to its Eats food delivery business. An Uber spokesperson told Business Insider that customers should use the app to learn more about these suspensions, and that they should use Uber/Uber Eats “for emergency purposes only during this time.”

Postmates, which is the biggest service in Los Angeles, is also abiding by local curfews. Grubhub said it is “pausing operations when needed.”

Delivery companies aren’t being specific about which cities have suspended which services. Even in places where an order goes through, they are then cancelling orders. For ones that actually go through, some drivers are having trouble actually getting the food to customers:

How long these suspensions and changes to service last will, most likely depend on when the unrest subsides. To find out if food delivery is a realistic prospect in your city, best to check for updates directly in these services’ apps.

DoorDash Will Use Location Data to Make Pickup Orders Speedier and More Socially Distanced

DoorDash announced a new feature today that’s meant to speed up the process for pickup orders and make it more appropriate for these socially distanced times. One catch: the new feature needs your location data in order to do that.

Customers can opt in and share their location data with the DoorDash app, so that as they approach the restaurant, that restaurant can receive an alert and have their order ready to go. The idea is to cut down on the amount of people crowding into a restaurant lobby as they wait for their takeout orders to be ready. In theory, at least, a restaurant could have a designated area of the lobby for pickup orders and place the food there when the app notifies them of a customer’s arrival. 

Of course in order for that to work, people have to be okay with DoorDash having access to their location data while the app is running. I doubt this will be an issue for most customers, given the times. Recent survey data sent to The Spoon by Dragontail found that 73 percent of consumers getting takeout/delivery said they would be “more inclined to order for carry out over delivery if given the option for a contactless experience.” 

The new feature is also a way for DoorDash to originate more takeout orders through its own platform. Third-party delivery has taken much heat (understatement) lately over the amount they charge restaurants in commission fees for delivery orders. More than ever, customers are encouraged to order takeout directly from the restaurant itself so that the revenue from each transaction goes directly to businesses, which need all the help they can get right now. The idea of ordering takeout direct from local restaurants has even been translated into a weekly event on social media.

DoorDash is clearly trying to grab back some of the orders from takeout, and it wouldn’t be alone. At the end of last week, Postmates launched a curbside pickup feature. Grubhub has had a feature for pickup orders in place for some time, too.

Nor is sharing one’s location to make food pickup more efficient just the territory of third-party delivery services. My colleague Chris Albrecht highlighted its benefits in the grocery sector this week when he wrote about his experience with Walmart’s geofencing technology that enables contactless curbside pickup. Geofencing, and location data in general, will “take on more importance as restaurants and grocers look to efficiently maximize their revenues while reducing human-to-human contact.” 

Back in the restaurant world, DoorDash still leads in terms of market share for third-party delivery companies, according to the latest numbers from Edison Trends. That number one spot could be upset, though, if the rumored Grubhub-Uber Eats deal goes through. Edison Trends noted that the combined Grubhub-Uber Eats entity would gobble up 45 percent of the market share — the exact same percentage DoorDash currently holds. The latter’s push to win more takeout orders is no doubt also a move to retain some of that market share in the face of the impending deal.