UPDATE 2-Just Eat urges shareholders to shun Prosus and stick with Takeaway deal

* Just Eat says Takeaway deal could create more value

* Prosus's offer currently worth more than Takeaway deal

* Just Eat shares above both bids on speculation of battle (Adds Prosus statement)

By Paul Sandle

LONDON, Nov 25 (Reuters) - Britain's Just Eat urged shareholders on Monday to shun a $6.3 billion cash offer from Prosus, saying a currently lower valued deal with Takeaway.com was a better bet as it would create the largest food delivery firm outside China.

"Your Board believes that the Takeaway.com combination provides Just Eat shareholders with greater value creation than the Prosus offer," Just Eat said in a letter to investors.

It also said Prosus's offer of 710 pence a share significantly undervalued Just Eat on a standalone basis.

Takeaway.com said it remained "strongly committed" to an all-share deal that would bring together the two most profitable European food delivery websites - Just Eat in Britain and Takeaway.com in the Netherlands.

Takeaway.com's offer is currently worth around 684 pence a share. Just Eat shares were last trading at 755 pence, above both offers as investors bet one or both suitors will bid more.

"Our team has a proven ability to win in competitive markets and has defeated numerous competitors in many countries, whether large scale tech giants or well-funded, own-delivery challengers." Takeaway.com Chief Executive Jitse Groen said.

"We remain strongly committed to the merger."

Internet giant Prosus, which is also based in the Netherlands, gate-crashed Just Eat's agreed deal with Takeaway last month.

Prosus said on Monday its offer was superior and the merger with Takeaway.com would not fully or effectively address the investment needs of Just Eat in product, technology, marketing and own delivery capabilities.

"We continue to believe that the Takeaway.com offer represents significant risk to Just Eat shareholders based on Takeaway.com's very high (share price to earnings) multiple and the level of investment required to address what customers now expect," Prosus CEO Bob van Dijk said.

"We continue to believe our offer is the right one for Just Eat shareholders and provides compelling and certain value." (Reporting by Paul Sandle; Editing by Kate Holton and Mark Potter)