By Yantoultra Ngui, Kane Wu and Fanny Potkin

SINGAPORE/HONG KONG (Reuters) - U.S.-listed ride-hailing and food delivery company Grab is looking to strike a deal to take over smaller Indonesian rival GoTo in the second quarter, two sources with knowledge of the matter said.

Singapore-headquartered Grab has hired advisers to work on the proposed deal, the two sources added. The deal is subject to terms such as financing, which Grab is in discussion with banks, one of the sources added.

Grab declined to comment.

In a stock exchange filing on Thursday, GoTo said it has not made any decision regarding any proposals it may have become aware of or received.

A deal could value GoTo at around $7 billion, according to a separate source with knowledge of the matter. Jakarta-listed GoTo's shares have climbed 20% year-to-date, giving it a market value of around $5.8 billion, LSEG data showed.

Grab's shares on Nasdaq are up 2.4% so far this year, giving it a market value of nearly $20 billion, according to LSEG data.

GoTo will be selling off its international unit, two separate sources familiar with the matter said. In Indonesia, GoTo will sell its entire operations except its finance arm to Grab, one of the two sources added.

Deal terms are not finalised and could change as the two companies are still in negotiations, the sources cautioned.

Grab, backed by Uber, offers delivery, mobility and financial services, among others, according to its website.

GoTo, whose investors include SoftBank and Taobao China Holding, described itself as Indonesia's largest digital ecosystem that provides e-commerce and banking services, its website showed.

ON-AND-OFF TALKS

The merger talks between Grab and GoTo have been on-and-off for years but have not resulted in a deal, primarily due to competition concerns over a tie-up between two major players in Southeast Asia.

A merger between the two would create a giant in the ride-hailing industry in the region dominating around 85% of the $8 billion market, according to data analytics company, Euromonitor International.

"The combined entity would hold a market share of over 91% in Indonesia, and almost 90% in Singapore," said David Zhang, Euromonitor International's insights manager of payments and lending in Asia.

"Markets especially in Indonesia and Singapore will impose strict scrutiny," he said, adding that the deal will likely be blocked by regulators in key markets in Southeast Asia.

Indonesian stockbroker BRI Danareksa Sekuritas' analyst Niko Margaronis, who covers GoTo, said that the Indonesian authorities may adopt a more pragmatic approach when assessing a potential merger, weighing the benefits of strengthening existing players and fostering long-term economic value.

Antitrust scrutiny has intensified significantly against the backdrop of rising cost of living driven by an uncertain global economic outlook made worse by U.S. President Donald Trump's tariffs.

In March, Uber terminated its $950 million bid for Delivery Hero's Foodpanda business in Taiwan after Taiwan blocked the proposed deal on anti-competitive concerns and worries over it could incentivize Uber to raise prices.