UPDATE 3-Vimpelcom eyes Italy's Wind, Egypt's Orascom-sources

* In talks to buy Italy's No.3 mobile operator

* Also wants to acquire 51 pct of Orascom

* Deal could be worth $6.5 bln - paper

* Vimpelcom, Telenor, Alfa decline to comment

* Vimpelcom shares down 6 percent

(Adds Vimpelcom share price)

By Maria Kiselyova and Alexander Dziadosz

MOSCOW/CAIRO, Aug 12 (Reuters) - Telecoms group Vimpelcom Ltd (VIP.N) is in talks to buy Wind, Italy's No.3 mobile operator, and 51 percent of Egyptian group Orascom Telecom (ORTE.CA) from tycoon Naguib Sawiris, two sources told Reuters on Thursday.

The acquisition would mark a major expansion into Asia, Europe, and North Africa for Vimpelcom Ltd, formed earlier this year through a merger of Russia's number two mobile operator, Vimpelcom, with Ukrainian group Kyivstar.

"The deals suggest a near-doubling of Vimpelcom's scale at the revenue level and turning it into a truly international player with diversified geographical exposure," UniCredit Securities analysts said in a note.

Banking sources said the potential $6.5 billion deal would also provide a way for Orascom Telecom to raise cash after failing to sell its Algerian unit Djezzy to South Africa's MTN (MTNJ.J) earlier this year -- a deal that was blocked by the Algerian government.

"(Sawiris) tried to do a deal in Africa with MTN and could not pull that off because of Algeria. It is now turning its attention to Italy to see if it can get investment in Wind," a senior telecoms banker told Reuters.

Orascom said in May it would negotiate the sale of Djezzy to the Algerian government, but since then talks appear to have stalled. [ID:nLDE64Q1AA]

EXPLANATION

Sawiris controls 100 percent of Wind and just over 50 percent of Orascom via his holding company, Weather Investments. Orascom told Egypt's bourse that it was not directly involved in any talks between Weather and Vimpelcom. [ID:nLDE67B1J5]

All other parties declined to comment.

The sources said the talks between Vimpelcom and Weather were exploratory and informal and would not necessarily result in a deal.

Vimpelcom shares were down 6 percent in early U.S. trade as investors fretted about the risks surrounding takeover deals.

"The news indicates that Vimpelcom lacks organic growth sources and that it could look for M&A opportunities, potentially creating risks for minority shareholders," Uralsib analysts said in a note.

Orascom shares were up 2 percent by 1542 GMT, while credit default swaps on Wind Acquisition Finance tightened by about 65 basis points to 630 bps, a trader said.

Russian business daily Kommersant quoted an unnamed source familiar with Vimpelcom's plans as saying Vimpelcom could pay for the deal with cash and shares. Sawiris and his partners may get around 20-23 percent of voting shares in Vimpelcom Ltd. which currently has a market value of $22.6 billion.

The deal, worth an estimated $6.5 billion without debt, may be closed soon, the business daily wrote, citing another unspecified source.

The creation of Vimpelcom Ltd finally resolved one of Russia's longest and most bitter corporate wars -- between oligarch Mikhail Fridman's Alfa-Group and Norway's Telenor (TEL.OL). [ID:nL5637811]

Telenor and Alfa Group would see their stakes in Vimpelcom Ltd decrease to 27 percent and 35 percent of voting shares, respectively, from 36.03 percent and 44.65 percent, if the deal goes through, Kommersant wrote. (Additional reporting by Victoria Howley and Natalie Harrison in London and Richard Solem in Oslo, Writing by John Bowker, Editing by Erica Billingham and Simon Jessop)