Just Eat is advised by Goldman Sachs, Oakley Advisory and UBS. Prosus is advised by JP Morgan Cazenove.
In September, Eminence Capital, the New York-based hedge fund which is a top 10 shareholder in Just Eat, dismissed the Takeaway.com deal as “highly opportunistic”.
Nevertheless others including activist investor Cat Rock backed the deal, saying that it ended ongoing problems at the firm.
Just Eat has stagnated in recent years and been unable to find a permanent replacement for former chief executive Peter Plumb, who left in January this year.
Takeaway.com says the merger would create a firm that would rival Uber Eats as the world’s largest food-delivery company outside China and hopes to have the deal done by Christmas.