Global
All Hands
Uber Acquisition
of Postmates
July 6, 2020
Forward Looking Statements
This communication contains forward-looking statements
regarding Uber Technologies, Inc.’s (“Uber,” “we” or “our”) future
business expectations which involve risks and uncertainties.
Actual results may differ materially from the results predicted,
and reported results should not be considered as an indication
of future performance. Forward-looking statements include all
statements that are not historical facts and can be identified by
terms such as “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,”
“objective,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” or “would” or similar expressions and the
negatives of those terms. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. These risks, uncertainties and other factors relate
to, among others: risks and uncertainties related to our pending
acquisition of Postmates Inc. (“Postmates”), including the failure
to obtain, or delays in obtaining, required regulatory approvals,
any reverse termination fee that may be payable by us in
connection with any failure to obtain regulatory approvals, the
risk that such approvals may result in the imposition of
conditions that could adversely affect us or the expected
benefits of the proposed transaction, or the failure to satisfy any
of the closing conditions to the proposed transaction on a
timely basis or at all; costs, expenses or difficulties related to the
acquisition of Postmates, including the integration of the
Postmates’ business; failure to realize the expected benefits
and synergies of the proposed transaction in the expected
timeframes or at all; the potential impact of the announcement,
pendency or consummation of the proposed transaction on
relationships with our and/or Postmates’ employees, customers,
suppliers and other business partners; the risk of litigation or
regulatory actions to us and/or Postmates; inability to retain key
personnel; changes in legislation or government regulations
affecting us or Postmates; developments in the COVID-19
pandemic and resulting business and operational impacts on
us and/or Postmates; and economic, financial, social or political
conditions that could adversely affect us, Postmates or the
proposed transaction. For additional information on other
potential risks and uncertainties that could cause actual results
to differ from the results predicted, please see our Annual
Report on Form 10-K for the year ended December 31, 2019
and subsequent Form 10-Qs and Form 8-Ks filed with the
Securities and Exchange Commission (the “SEC”). All
information provided in this communication is as of the date of
this communication and any forward-looking statements
contained herein are based on assumptions that we believe to
be reasonable, and information available to us, as of such date.
We undertake no duty to update this information unless
required by law.
Additional Information
Postmates’ Operating Results
Postmates' financial and operational measures presented in this
presentation are derived from Postmates' historical unaudited
financial statements for the twelve months ended December
31, 2019 and the three months ended March 31, 2020.
The information on Postmates’ business provided in this
presentation, including the financial and operational measures,
are based solely on information provided to Uber by Postmates
as part of the announced transaction and has not been
independently verified, audited or reviewed by Uber or our
independent registered public accounting firm.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Important Additional Information Will be Filed with the SEC
Uber will file with the SEC a registration statement on Form S-4,
which will include a prospectus of Uber. INVESTORS ARE
URGED TO CAREFULLY READ THE REGISTRATION STATEMENT
AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT UBER, POSTMATES, THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors will be able to obtain free
copies of the registration statement and other documents filed
with the SEC through the website maintained by the SEC at
www.sec.gov and on Uber’s website at https://
investor.uber.com.
Contents
01 Transaction Overview
02 Strategic Rationale
Transaction
Overview
The Deal
•
Expected to enhance Uber Eats’ financial profile and accelerate Uber’s path to profitability
•
Estimated $200M+ of run-rate synergies, expected to achieve one year after close
•
The transaction is valued at approximately $2.65 billion, on a fully diluted basis, subject to a net debt adjustment
•
Postmates stockholders will receive 100% stock consideration
•
Uber equity issued in the transaction will be valued at $31.45, based on Uber’s 10-day VWAP as of June 29, 2020
•
Uber has committed to provide bridge financing to Postmates during the process of obtaining regulatory
approvals
•
Postmates stockholders representing a majority of Postmates’ outstanding shares have committed to
support the transaction
•
The transaction is subject to customary closing conditions including applicable regulatory approvals and
approval of Postmates stockholders
•
Expected to close in Q1 2021
Transaction Overview
Financial Impact
Timing and Approvals
Uber to acquire 100% of Postmates in an all stock transaction
Financial Performance – Q1 2020
Postmates Overview
$643M
Gross Bookings
1
Engagement – Q1 2020
10M+
Active Customers
2
115K+
Partner Restaurants
$107M
Revenue
Southwest regional leadership with
high-quality restaurant selection
•
Strong Southwest presence, key cities include: Los Angeles, Las
Vegas, Orange County, San Diego, Phoenix
•
115K+ active, partnered restaurants, with significant exposure to SMBs
•
Popular, local “hero” brands: Sugarfish, Tocaya Organica, Ono
Hawaiian BBQ and Sweetfin
Beloved brand and strong customer
relationships
•
10M+ active customers
2
•
Significant subscription program, with Postmates Unlimited
accounting for 30%+ of orders
3
,
driving increased spend per
order and increased order frequency
Innovative technology assets and
operational expertise
•
Industry-leading courier efficiency
(nearly 3 trips / hour in strategic markets)
•
Technology and operations to facilitate delivery for non-partnered
merchants
•
Delivery-as-a-service, which offers merchants the ability to add delivery
capabilities to their websites and apps to fulfill on-demand orders
1 Reflects Uber's definition of Gross Bookings; orders from restaurants account for the significant majority of Postmates' Gross Bookings;
Postmates' Gross Bookings grew over 50% quarter-over-quarter in Q2 2020
2 Active customer defined as any customer who has placed at least one order on the platform during a trailing 12-month period
3 In the twelve months ended March 31, 2020
Strategic
Rationale
Strategic Rationale
01 Large, growing and dynamic industry
02 Complementary assets that broaden
and strengthen the combined company
03 Transaction expected to benefit
consumers, restaurants and delivery
people while delivering significant
synergies and shareholder value
Online food delivery is large, growing and dynamic
Online food delivery
represents only a fraction
of the total opportunity
13
6
6
21
6
27
32
7
37
7
43
7
48
8
53
8
2018
2019E
2020E
2021E
2022E
2023E
2024E
2025E
0
10
20
30
40
50
60
70
80
$ in billions
% penetration
0
2%
4%
6%
8%
10%
12%
14%
6%
8%
9%
10%
11%
12%
12%
13%
Aggregators
Restaurant Site / App
Total Online Delivery Penetration
Online Delivery Penetration (2018A–2025E)
Combination positions us to
compete with a growing set
of players
Rapidly changing food delivery environment
with engagement from numerous players
1
Uber Eats
Grubhub
DoorDash
Postmates
EatStreet
Delivery.com
Favor
Slice
Ritual
Waitr
EZCater
Google Maps
Facebook/
Instagram
Instacart
Whole Foods
Amazon Fresh
Target/Shipt
Walmart
Grocery
GoPuff
Blue Apron
Hello Fresh
Sun Basket
Domino’s
Panera Bread
JimmyJohns
Strategic Rationale 01
Dynamic environment, with
innovation across multiple
categories, including new
delivery and POS models
Examples
Source: Uber analysis, Cowen, Morgan Stanley Feb 21, 2020 Research Report
1 Reflects select sample of players, not exhaustive
Uber Eats + Postmates
Strategic Rationale 02
UberEats
Postmates
Gross Bookings
Q2 Gross Bookings growth of over 100% YoY
1
Q2 Gross Bookings growth of over 67%
2
YoY and
over 50% QoQ
Geographic Mix
Global: Operations in 34 countries and leading
3
position
representing significant majority of Bookings (includes:
US, UK, France, Mexico, Japan, Australia)
Key cities: London, Paris, Lisbon, Tokyo, Taipei, Sydney,
Toronto, Mexico City
Key cities: Los Angeles, Las Vegas, Orange County,
San Diego, Phoenix
Restaurants
400K partnered restaurants
4
115K partnered merchants
5
Customer Base
111M Monthly Active Platform Consumers
6
10M+ Active Customers
7
Significant subscription program, with Postmates
Unlimited accounting for 30%+ of orders
Brand
Uber is one of the most recognizable brands in the world
Beloved brand, especially among Millennials
Key Merchant Partners
McDonald’s, KFC, Burger King
Popular, local "hero" brands: Sugarfish, Tocaya Organica,
Ono Hawaiian BBQ and Sweetfin
Technology
World-class marketplace technology (routing,
dispatching, dynamic pricing, matching)
Batching and chaining capabilities
Technology and operations to facilitate delivery for non-
partnered merchants
Other Adjacencies
Expanding into grocery and other item delivery in
several markets
Early player in Delivery-as-a-service
Uber Eats
+
Postmates
•
Combines global scale and local category
strengths to drive operating efficiency and
accelerate path to profitability
•
Improved high-quality restaurant selection,
including SMB restaurants
and local favorites
•
Expanded and strong customer base
•
Addition of strong, trusted consumer
and restaurant facing brand
•
Integrated platform with improved batching
and chaining capabilities, technology and
operations to facilitate delivery for non-
partnered merchants, and acceleration of
delivery-as-a-service efforts
1 Q2 2020 Results are preliminary
2 Reflects Uber's definition of Gross Bookings; Q2 results are preliminary
3 Leading position reflects countries with #1 or #2 category position
4 As of December 31, 2019
5 As of March 31, 2020
6 As of December 31, 2019; Monthly Active Platform Consumers (MAPCs) is the number of unique consumers who completed a Rides or New
Mobility ride or received an Eats meal on our platform at least once in a given month, averaged over each month in the quarter
7 As of March 31, 2020; Active customer defined as any customer who has placed at least one order on the platform during a trailing 12-month period
•
Opportunity to eliminate
redundant expenditures while
improving operating efficiency
•
Anticipate $200+ million of
run-rate synergies one year
after close
•
Transaction is expected to
accelerate our path to
profitability
Increase in scale is
expected to enable
significant cost
synergies
Combination benefits all sides of the marketplace
Strategic Rationale 03
+
Consumers
More choices and
lower prices
Restaurants
Increased demand
and lower costs
Delivery People
More work opportunities
and improved earnings
Combination drives shareholder value
Strategic Rationale 03
