"We believe that the Takeaway.com offer underestimates the substantial investment required in Just Eat to recapture market share and improve performance," Prosus CEO Bob van Dijk said in a statement of the rival proposal.

Takeaway's all-share offer, which is supported by Just Eat's board, currently values Just Eat at around 4.7 billion pounds.

Prosus is controlled by South Africa's Naspers Ltd.

(Reporting by Toby Sterling; Editing by Mark Potter)