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Activist investor Eminence Capital has said that it plans to vote its 4.4% stake in Just Eat against the proposed merger with The investor said that the 8.3-billion-pound deal “grossly undervalues” Just Eat’s strong assets portfolio.

According to Eminence, Takeaway’s offer of a 15% premium to Just Eat’s closing price on July 26 is “highly opportunistic” with the valuation disparity “unprecedented in similar transactions over the past decade.”

“The proposed financial terms are far too favorable to Takeaway shareholders and far too unfavorable to Just Eat shareholders. Accordingly, we intend to vote against this arrangement,” said Eminence CEO and chief investment officer Ricky Sandler.

Eminence argued that Just Eat’s contribution to the combined company is approximately 70% towards both estimated revenue and gross profit for 2020, suggesting that Just Eat has an upper hand and the merger is not between equals.

In February, activist investor Cat Rock Capital called on Just Eat to consider a merger, a move that would help the company deliver a better return for shareholders. Cat Rock also has a stake in and previously urged Just Eat to sit round the table with the Dutch-listed peer.

On Tuesday, Cat Rock said voting against the merger “benefits no one but Just Eat’s competitors.”

“We think it is clear that Just Eat shareholders should vote for this merger unless a more compelling and credible counter-offer emerges,” Cat Rock’s chief investment officer Alex Captain said in a statement to Activist Insight Online, adding the merger “creates a strong global leader in online food delivery with high-quality assets, world-class leadership, and a compelling valuation.”

Shares in Just Eat were down 1.6% at midday trading British Summer Time Tuesday. Takeaway’s stock traded down 2.7% at 83.80 euros in Amsterdam.