Shareholders in Just Eat will receive 0.09744 Takeaway.com share for each share they own, together holding a 52.2% stake in the enlarged group. Takeaway.com shareholders will own the rest.
The pair said the merger would create "one of the world's largest online food delivery platforms" with roughly 360mln combined orders last year worth €7.3bn.
The merged group will be Dutch-domiciled with headquarters in Amsterdam but will retain a London listing.
Takeaway.com chief executive Jitse Groen will lead the combined group with Just Eat chief financial officer Paul Harrison and Mike Evans keeping their roles.
The deal values Just Eat shares at 731p each based on Takeaway.com's closing share price of €83.55 on July 26, the last business day before the companies announced a possible merger. This implies a premium of 15% to Just Eat's closing share price on July 26.