_{DEAL OF THE MONTH}

Uber Takes Delivery Hero for a Ride

If you’ve been reading Buysiders since May, you already know the backstory. Uber had quietly built a 36.83% stake in Delivery Hero while publicly offering €33 per share. Delivery Hero’s shareholders told them where to go. Uber then paid €40 in the secondary market for Aspex Management’s block the same week it was officially bidding €33. Bold strategy. Even bolder when you own 37% of the company you’re trying to low-ball.

On July 16, it was over.

Uber announced a definitive agreement to acquire 100% of Delivery Hero at €41.50 per share in cash, representing a total equity value of $14.8 billion for the whole company, or $13.7 billion adjusted for Uber’s existing stake.

The premium to the unaffected share price is a modest 8.7% because Delivery Hero’s shares had already re-rated on months of speculation that Uber was going to do exactly this. Uber committed a bridge facility of ~€14 billion to fund the offer. So the company that spent years losing money on food delivery is now borrowing €14 billion to own all of it. Progress.

Both boards unanimously recommended the deal.

Prosus, which had been ordered by the EU to reduce its stake below 10% and therefore had every reason to want out, irrevocably committed to tender its 17% position, bringing Uber’s total economic interest to approximately 53% upon acceptance. Minimum threshold: 50% plus one share.

To manage the regulatory overlap, Delivery Hero simultaneously agreed to sell its business in 14 markets to New York-based SSW Partners for $1.6 billion. These are the markets where Uber Eats already operates.

Uber is lending SSW the funds to finance that transaction, with repayment over time. So Uber is financing the thing it’s selling to fix the regulatory problem caused by the thing it’s buying. We’ll give that one to the lawyers. They earned it.

The combined company:
• 99 markets with combined mobility and delivery operations
• $236 billion in combined pro-forma Gross Bookings (2025)
• $1.2 billion in run-rate synergies identified
• Non-GAAP EPS accretive at close, guided high-single-digit accretion by year three
• Transaction values Delivery Hero at approximately 8x EV/2027E Adjusted EBITDA (including synergies and Uber’s existing stake)

The strategic logic is simple enough. Uber and Delivery Hero have been burning capital competing with each other in markets where neither had a structural advantage.

One platform across 99 markets is better than two. Whether the integration actually works across 14 time zones with a German public company bureaucracy is the open question nobody in the investor presentation was asked to answer.

Uber CEO Dara Khosrowshahi: “Together, we’ll nearly double the number of markets where we offer both mobility and delivery services, scaling a proven platform that we believe will create significant long-term value for our customers and shareholders.”

_{PRESENTED BY DILIGENCESQUARED}

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_{STRATEGIC DEAL OF THE MONTH}

Martin Marietta Hoists LHoist

You may not spend a lot of time thinking about lime and limestone, I do because I like rocks, but you probably don’t.

That’s pretty reasonable, because nobody has ever described a limestone deal as sexy. After this week, though, you might start paying attention.

On June 29, Martin Marietta Materials announced a definitive agreement to acquire Lhoist North America from Belgian parent Lhoist Group for $13.5 billion, structured as $7 billion in cash and $6.5 billion in Martin Marietta stock.

It is the largest deal in Martin Marietta’s history by a factor of roughly three, and represents 36% of its own market cap. MLM shares dropped roughly 3% on announcement day.

The shareholders naturally had questions. Specifically about the 17x EBITDA they just paid for rocks. I mean, I can buy limestone for less at my local quarry. 

Lhoist North America:
• 20 quarries and production facilities
• 45 distribution terminals across the US
• $1.8 billion in gross sales for the twelve months ended December 2025
• $786 million in Adjusted EBITDA
• Implied multiple: approximately 17.2x EBITDA

That multiple needs an explanation and, since I actually know a thing or two about this industry, I’ll do my best not to bore you too much with the details.

Lime is essential for steel manufacturing. It is essential for water and wastewater treatment. It is essential for flue gas desulfurisation at power plants. And it is increasingly essential for processing lithium from spodumene ore for EV batteries.

Every data center being built, every grid upgrade being planned, every new power plant going up needs lime at some stage of construction or operation. Behind every AI data center is a limestone quarry nobody is writing about.

That is why 17x EBITDA for a limestone company makes sense in 2026 in a way that it would not have in 2019. The infrastructure supercycle is real, and lime is load-bearing. Literally.

CRH announced its $8.5 billion acquisition of Arcosa the same week: building materials consolidation, same infrastructure thesis, different subsegment. When that happens, it usually means the thesis is right and everyone is racing to the same rock.

_{INTERNATIONAL DEAL OF THE MONTH}

Alcoa Goes to the South

Aluminum hit a four-year high above $3,760 per tonne this week, driven in part by supply concerns from the US-Iran conflict. Alcoa announced its deal on June 30. The timing is either brilliant or lucky. In commodity M&A, both look the same on the tombstone.

Alcoa agreed to acquire the bulk of South32’s global aluminum portfolio for an upfront consideration of $4.1 billion, consisting of $3.1 billion in cash and approximately 17 million newly issued Alcoa shares worth roughly $1 billion, plus assumed net debt of ~$750 million, bringing the implied enterprise value to approximately $4.7 billion.

South32 can also receive up to $750 million in additional contingent cash through 2030 via a CVR linked to alumina and aluminum prices. Total at the ceiling: $5.6 billion.

What Alcoa is buying: South32’s 86% stake in Worsley Alumina and Boddington bauxite mine in Western Australia. 100% of Hillside Aluminium and idled Bayside smelter in South Africa. 33% interest in the MRN bauxite mine in Brazil. 36% and 40% stakes in Alumar alumina refinery and aluminum smelter in Brazil.

What South32 is keeping: its $2.16 billion Hermosa development in Arizona expected to be the only US project capable of producing both zinc and manganese and its broader pivot toward copper and critical minerals. South32 sold its coal assets in 2024 and its ferronickel mine in Colombia in December. The Alcoa deal is the largest piece of its exit from aluminum, which it apparently no longer finds exciting enough. To each their own.

Alcoa expects ~$900 million in net present value synergies from the deal, and the transaction is expected to be immediately accretive to earnings.

Post-close, Alcoa’s bauxite production share rises to approximately 13% of global supply and its smelting capacity increases by roughly 26%.

It becomes the largest pure-play upstream aluminum producer outside China by a meaningful margin. China, for reference, produces about 57% of the world’s aluminum. Alcoa at 13% of bauxite is not catching up, but it’s a start.

The CVR structure is the clever part.

It gives South32 meaningful upside if aluminum prices stay elevated through 2030, while capping Alcoa’s exposure if they normalise. Both sides get a commodity hedge built into the deal, which is either smart structuring or a sign that neither side is completely sure where aluminum is going. Frankly, that’s a fair read.

Alcoa shares fell nearly 5% on announcement day.

Alcoa CEO William Oplinger “Together, these are world-class refineries that complement our existing footprint and enhance our ability to generate value through the cycle.” William did not mention the 5% share drop.