Just Eat shares traded at 782p, roughly 6% above the offer, implying shareholders are holding-out for more.
Sophie Lund-Yates, equity analyst at Hargreaves Lansdown commented: "Prosus is back for another round, after its original offer was rebuffed, it's trying again with a better deal valuing Just Eat at £5.1bn.
In recognition of this potential, we have chose to increase our offer to 740 pence per share, which we believe provides Just Eat Shareholders with compelling value and therefore good reason to accept our all-cash offer", Prosus' chief executive, Bob van Dijk, said. The Dutch group's proposed deal is 0.09744 of one its shares for one of Just Eat, which at a share price of €86.25 is worth around 705p.
He added that Just Eat "has all the ingredients to be transformed into a long-term sector winner" and said.
Takeaway's all-stock proposal, which has been recommended by Just Eat's board, valued the United Kingdom company at 731 pence a share based on the Dutch company's share price of 83.55 euros ($92.37) on the last day before the deal was first disclosed in July, but its value has declined since then.
Prosus has size on its side.
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Prosus came to market in September 2019 through the listing of the worldwide internet assets of Naspers, a global consumer internet group and remains 74.06% owned by Naspers.
And reacted by calling the Prosus bid quote "derisory". Prosus had also made two previous offers of 670p and 700p a share.
Takeway.com again urged shareholders accept its offer in a circular today saying: "The Combination of Just Eat and Takeaway.com is an exciting opportunity which will create the largest online food delivery platform outside China, with no.1 positions in 15 of the Combined Group's 23 countries globally2 and combined revenues of €1.2 billion, focusing exclusively on online food delivery". The deal would be much more transformational for Takeaway, which has a market value of about $5.8bn.
After a merger with Takeaway.com, Just Eat shareholders will own 52.1% of the enlarged company.
"This revised Prosus offer is wholly inadequate and shows Just Eat shareholders that Prosus can not muster a credible bid", said Alex Captain, founder and managing partner of Cat Rock. "I don't want to be the idiot that runs into a ratio that doesn't make any sense", Jitse Groen, Takeaway's CEO and founder said in November.