Seamless and GrubHub Announce Merger - May 20, 2013

CHICAGO and NEW YORK, May 20, 2013 /PRNewswire/ -- Seamless North America LLC and GrubHub Inc. today announced the signing of a definitive agreement to merge two of the nation's premier services for ordering takeout. The merger will create a combined company well positioned to drive more orders to restaurants, deliver a better experience for hungry diners and enhance services to corporate clients.

The combined organization will enable diners and companies in more than 500 cities across the U.S. to order from more than 20,000 local takeout restaurants. In 2012, the online and mobile platforms of the two organizations sent approximately $875 million in gross food sales to local takeout restaurants, resulting in combined revenue well in excess of $100 million.

"We are excited to combine the strengths of these two dynamic organizations in an industry that is rapidly gaining traction. We believe the merger will enhance the products we are able to offer both our diners and restaurants," said Matt Maloney, GrubHub co-founder and CEO. "GrubHub and Seamless share a common goal to generate more business for local takeout restaurants while providing the best possible service to diners. By combining our complementary restaurant and diner networks, we are well positioned for continued growth in a massive market."

"By bringing together some of the industry's most celebrated products, including Seamless's award-winning iPad app and GrubHub's innovative Track Your Grub, we will be able to drive more value to all company stakeholders," said Jonathan Zabusky, CEO of Seamless. "Both companies also share a strong commitment to provide world-class service to restaurants, diners and corporate clients. This merger is an opportunity to glean the best from each platform and improve upon what we bring to all of our partners."

Key strategic benefits of the merger include:

• Broader network and product offerings. The expansive network and diversified products and services of the combined organization will strengthen the company's ability to serve restaurants and diners across the U.S. and U.K.
• Accelerated innovation. The anticipated pooling of the combined organization's research and technology will help to streamline product development and better address the evolving needs of this dynamic industry.
• Enhanced financial flexibility and strength. The merger will allow the company to pursue growth opportunities while continuing to invest in its current business.

Matt Maloney will serve as chief executive officer of the new organization, and Jonathan Zabusky will serve as president. GrubHub and Seamless shareholders will both have significant representation on the combined company's Board of Directors. Brian McAndrews, an independent director on the Seamless board prior to this transaction, will serve as chairman of the new, combined board. The merger is subject to regulatory approval.

The combined company's management team is expected to draw upon the experienced group of leaders from both companies. As well, the combined organization's name and marketing brands are expected to be determined following regulatory approval.

Latham & Watkins LLP acted as legal counsel to Seamless. Citi served as financial advisor and Goodwin Procter acted as legal counsel to GrubHub.

About GrubHub
GrubHub is a leading online and mobile food-ordering service that shows diners local restaurants available for delivery or pick up. Available in more than 500 cities across the nation, GrubHub features more than 20,000 online ordering restaurants and, as the parent company of Allmenus, lists approximately 250,000 restaurant menus. Diners who order through GrubHub's free website or mobile apps can pay with cash, credit or PayPal™, and every order is supported by GrubHub's 24/7 customer service. Founded in 2004, GrubHub is a privately held company headquartered in Chicago.

About Seamless
Seamless is a leading mobile and online service for ordering delivery and takeout food from more than 12,000 restaurants in the U.S. and UK. Seamless serves diners and many of the world's largest companies across cities including New York, Los Angeles, Washington DC, Boston, Chicago, San Francisco, Philadelphia, Houston, Austin, Seattle, Portland, Miami, London and other major U.S. cities. The company offers mobile applications for iPad®, iPhone®, Android™, and BlackBerry® and owns MenuPages®, a comprehensive mobile and web provider of up-to-date menu content.

SOURCE GrubHub; Seamless