UPDATE 1-Schaeffler controls 48.3 pct of Continental votes

Tue Sep 2, 2008 5:06am EDT

(Adds details, background, shares)

FRANKFURT, Sept 2 (Reuters) - Family-owned bearings maker Schaeffler Group has gained control of nearly half of all shares in German car parts supplier Continental (CONG.DE) after 40.26 percent of the stock was tendered during an initial bid period.

In a regulatory filing on Tuesday, Schaeffler said it now had indirect control of 48.32 percent of Continental as a result, including the roughly 8 percent it already held.

The tender period will now be extended as required under German takeover law, with the second offer expiring at 2200 GMT on Sept. 16.

"At present, the offer cannot yet be settled since not all the preconditions for execution have been met," Schaeffler said in the filing.

Shares in Continental were 0.1 percent higher at 74.22 euros by 0851 GMT, still below Schaeffler's de facto bid price of 75 euros.

Under an agreement reached with Continental on Aug. 21, Schaeffler guaranteed it would not raise its stake above 49.99 percent until at least 2012.

Gaining majority control would mean Continental would lose its German tax loss carryforwards and potentially those in the United States as well, costing it tax benefits in the hundreds of millions of euros.

Schaeffler, which has also obliged itself to pay up to 522 million euros ($757.6 million) in this event, has already compensated the Hanover-based car parts supplier by an amount of 120 million euros.

(Reporting by Christiaan Hetzner; editing by Rory Channing)

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