• Complainant questions SSW’s independence, suitability as purchaser
• EC should review possible tacit coordination, complainant argues
• SSW intends to request referral of its transaction to the EC

Uber’s USD 14.8bn offer to acquire Delivery Hero (DH), announced last month, is already seeing an interested party urge the European Commission (EC) to intervene, according to three sources close to the matter.

In addition, European Parliament member Andreas Schwab, in a social media post yesterday (25 August), warned the EC’s competition department of the potential “long-term effects in several EU Member States on consumer choice and prices” from the deal, “even if the transaction is done via private equity”.

The interested party is telling the Commission that the Delivery Hero sale, while explicitly structured to avoid competitive overlaps in Europe, nonetheless risks significantly harming competition in EU online food delivery markets. The deal needs to be reviewed in its entirety by the European Commission, it argues, according to the sources.

That’s because the Uber part of the deal comes hand in hand with a separate, but linked, transaction whereby investment company SSW is buying DH businesses in 14 markets where there is an actual or potential competitive overlap with Uber’s food delivery business, Uber Eats. Nine of those are in the EU: Austria, Czechia, Sweden, Greece, Cyprus, Poland, Portugal, Romania, and Spain.

While the Uber acquisition will be reviewed at EC level, the separate SSW deal only requires notification in Austria, Spain and Poland, according to the business combination agreement (BCA) entered into between Uber and DH. The BCA does, however, mention the possibility that the EC might review the deal if there is a “referral request”.

Article 4(5) referral

That is precisely what SSW intends, according to a source familiar with the SSW part of the deal.

SSW has been “engaged with the Commission from the get-go in a completely transparent fashion”, including the possibility of asking for a referral under Article 4(5) of the EU merger regulation, the source said. That’s the provision that allows a party to request the EC to take over a competition review when there are multiple national filings.

SSW has “decided to go the 4(5) route,” the source said, because it decided it would be “more efficient for everyone”.

This would answer the complainant’s concerns that a divided review potentially sidesteps the EC’s usual control over whether divested assets are sold to a suitable purchaser. According to one of the sources, the complainant is arguing that SSW would “never” be accepted as a remedy-taker by the EC in a conventional process.

The interested party’s view, the sources said, is that the EC typically does not accept private equity buyers for divestment assets in a remedies process, particularly when they have no relevant expertise or “clear incentive to grow the business into a strong long-term competitor.”

But according to a source familiar with the Uber deal, the transaction has been structured in a way that SSW has everything it needs to run the businesses it is acquiring, including local management.

Uber loan

The interested party also notes, the sources said, that according to a footnote in its investor presentation of the deal, Uber is lending SSW the funds to finance “the majority” of the SSW transaction. The footnote specifies that “SSW will repay Uber such funds over time, including in the event of a future sale of these assets”.

The sources said the interested party interprets this to mean that “SSW is neither economically independent of Uber, nor capable of acting as a genuinely arm’s-length competitor”, another factor that it says would usually be “fatal” in an EC assessment of purchaser suitability.

The interested party also calls into question the “entanglements” and potential “ongoing structural links” between Uber and SSW that might give the former information access, strategic influence and other rights going forward, the sources added.

Furthermore, the sources said the interested party believes the EC ought to have a say on whether the “mixed bag” of DH’s operations to be acquired by SSW – some of which “do not appear to be viable on a standalone basis” – will “continue as a single business” or be “sold off for parts”.

SSW’s independence

According to the source familiar with the SSW transaction, the companies entered into this deal “very mindful” of those potential concerns, and structured it in such a way as to ensure that there would be no questions about SSW’s independence or Uber’s control or influence.

Uber will have “no board seats, no observer rights, no veto rights”, the source said. It will not have any say over the business plan, the budget or the appointment of management. Nor will it have any say over who SSW can eventually sell these businesses to, when they sell them, and whether they sell them in one piece or in different pieces, the source said.

“And the funding that Uber provides for the transaction is repayable by SSW out of sales proceeds – it’s debt financing, not equity,” the source added.

The same source balked at the characterisation of SSW as a private equity firm, saying it is a “financial investment firm with a track record of acquiring and running businesses”.

As to the viability of the businesses SSW has acquired, the source familiar with the SSW deal insisted the package of delivery assets represents “a whole business that has everything it needs to function competitively in the market”.

SSW has “very strong incentives to operate them competitively, to maximise their value, and to see them as strong, ongoing, viable businesses”, the source said.

Coordinated effects

Another point made by the interested party, the first source said, is that the EC should look at how the DH businesses that are carved out for sale to SSW impact potential exits and entries of these companies into EU countries.

In the EC’s merger review of Just Eat/Prosus in 2025, the enforcer had concerns about “tacit coordination” among food delivery companies, including by preventing them from entering national markets.

To forestall any arguments about overlaps, Uber specifically will not buy DH businesses in nine EU countries. In some of those, Uber Eats is not currently active but had plans to enter.

However, in July, the Financial Times reported that Uber had paused its plans to enter the food delivery markets of Greece, Romania, Austria, Norway and Czechia. These are all countries where Delivery Hero is present.

“Greece was going to have both Delivery Hero and Uber as two big, well-capitalised players,” the first source close to the matter said.  The “new world” is Uber not being in Greece at all and Delivery Hero’s Greek operations being owned by a small investment vehicle that is in debt to Uber, the source added.

Uber and the European Commission declined to comment for this article. SSW and Delivery Hero did not reply to requests for comment.