AIA deal pricey for UK's Pru, vote on a knife edge

* Reuters survey of 23 shareholders and analysts

* 72 percent of total say price tag for Asia deal "too high"

* Poll shows tight split on likely vote outcome

* Half of shareholders expect deal to be voted down

By Clara Ferreira-Marques and Cecilia Valente

LONDON, May 27 (Reuters) - Investors and analysts believe
Britain's Prudential (PRU.L) is paying too much in its $35.5
billion bid for AIG's (AIG.N) Asian unit but are tightly split
on whether shareholders will, in the end, back or sink the deal.
[ID:nLDE64Q0X2]

A Reuters poll of 23 shareholders and analysts showed 72
percent thought the insurer was paying too steep a price for the
U.S. giant's American International Assurance division.

Of the 10 shareholders who took part in the survey, five
thought the key ballot in just over a week would ultimately go
against the Prudential, in a virtually unprecedented thumbs down
for a major British bluechip that could force out top managers.

The shareholders who took part own about 120 million shares
between them or just under 5 percent of Prudential.

The 13 buy- and sell-side analysts who responded were more
optimistic with five predicting a derailment.

Overall 48 percent of respondents thought the deal would go
through, 43 percent expect it to be rejected and 9 percent said
it was too close to call.

Those surveyed were also divided over Pru's aspirations for
growth in Asia, crucial if it is to hit ambitious growth goals
and synergy targets. Some 46 percent said they were either
confident or hopeful Asia would live up to Pru's expectations
while 54 percent were wary or doubtful.

Prudential shareholders are due to vote on June 7 to approve
the largest ever insurance takeover and the most audacious bid
since the financial crisis. Investors speaking for at least 75
percent of Prudential's shares need to vote in favour.

Investor scepticism over a deal that would make Prudential
the largest foreign-owned insurer in Asia has been fuelled by
snags including an embarrassing regulatory hitch earlier this
month and increasingly volatile markets. Pru needs to raise $21
billion in a record rights issue next month to fund the deal.

Adding to Pru's worries, the Association of British
Insurers, whose members control about a fifth of the UK stock
market, this week issued an "amber top" warning on the deal,
telling investors to consider their options carefully.

Voting adviser RiskMetrics this week acknowledged the "good
strategic rationale" of Pru's expansion into Asia, but told
investors to vote against it on the basis of a full price,
integration risks and ambitious targets. [ID:nTOE64P05Z]

The following is a summary of the poll's findings*.

1. Do you think Pru's acquisition of AIA will be approved on
June 7?

Yes No Too close to call
Shareholders 4 5 1
Analysts 7 5 1

2. Are you confident that growth in Asia will live up to
Pru's expectations?

Yes Hopeful Wary No
Shareholders 0 3.5 4.5 2
Analysts 4 3 4 2

3. How do you feel about the price Pru is paying for AIA?

Too much About right Cheap
Shareholders 7.5 1.5 0
Analysts 9 4 0

* The survey was conducted on May 26 and May 27. 10
shareholders were questioned, 10 sell-side analysts and 3
buy-side analysts.

(Additional reporting by Joel Dimmock, Victoria Howley and
Paul Hoskins; Editing by David Cowell)