UPDATE 2-Deal-hungry Takeaway.com delivers $10 bln Just Eat takeover

By Paul Sandle and Bart H. Meijer

(Adds shares, analyst reaction)

By Paul Sandle and Bart H. Meijer

LONDON/AMSTERDAM, July 29 (Reuters) - Amsterdam-based online food delivery firm Takeaway.com has agreed to buy Just Eat in an all-share deal valuing the combined group, which will be one of the sector's largest, at about 8.2 billion pounds ($10.1 billion).

The companies, which revealed talks on Saturday, said on Monday they will have leadership positions in many of the world's largest food delivery markets, including the United Kingdom, Germany, the Netherlands and Canada.

London-listed Just Eat shareholders will receive 0.09744 Takeaway.com shares for each share, implying a value of 731 pence per Just Eat share, a 15% premium to their closing price on Friday, the two companies said on Monday.

Just Eat shares rose 21% to 775 pence, while Takeaway's were up almost 5% following details of terms of the deal.

Activist investor Cat Rock, which has holdings in both companies, has been pushing Just Eat to merge with a rival such as Takeaway, which has been driving sector consolidation.

Takeaway completed the 930 million euros takeover of the German activities of Delivery Hero this year, settling a costly battle for supremacy in the German food delivery market.

The company, which says it is the leading food deliverer in continental Europe, Israel and Vietnam, has argued that the online food ordering business will be highly profitable for just one player in each country.

Analysts at Investec, however, said there was limited geographical overlap between the two companies, with the exception they believed of Switzerland.

"(This) means the opportunity revolves around leveraging technology spend and administrative costs, in our view, and the sharing of best practice" they said. "This is presumably not insignificant, but less attractive than if they overlapped."

Just Eat shareholders will own about 52.2% of the combined group, which together had 360 million orders worth 7.3 billion euros in 2018.

Just Eat chairman Mike Evans will chair the combined group, while Takeway.com chief executive Jitse Groen will assume the role of CEO at the company, which will be incorporated, headquartered and domiciled in Amsterdam.

The business requires large investments in the food delivery service, which Takeaway views as a marketing tool rather than a potentially profitable business.

The two groups make profit from the deals with restaurants whose food people order through their platforms. ($1 = 0.8083 pounds) (Reporting by Paul Sandle in London and Bart Meijer in Amsterdam; editing by Guy Faulconbridge and Alexander Smith)