AmBev seeks Venezuela growth with Regional deal

* AmBev to merge Venezuela unit with Cerveceria Regional

* Brewer seeks growth in 2nd-biggest South American market

SAO PAULO Aug 20 (Reuters) - AmBev (AMBV4.SA) (ABV.N), Brazil's biggest brewer, agreed on Friday to merge its Venezuelan unit with Cerveceria Regional, taking a minority stake in the combined company in a bid to strengthen its position in South America's second-largest beer market.

AmBev, whose business in Venezuela has been struggling, said in a securities filing Cerveceria Regional will own 85 percent of the combined business, but that stake could drop to 80 percent in the next four years.

The Sao Paulo-based company, controlled by the world's largest brewer Anheuser-Busch InBev NV (ABI.BR)(BUD.N), gave no financial details of the transaction.

AmBev Chief Executive Joao Castro Neves said last week the company had a "difficult quarter" in the so-called Hila-ex division that includes its business in Venezuela, Ecuador, El Salvador, Guatemala, Nicaragua, Peru and Dominican Republic.

The company said beer volumes in that region fell 3.8 percent year-on-year in the second quarter, weighed by results in Venezuela, while gross profits in that division tumbled 43.8 percent from the second quarter of 2009.

Venezuela has the world's third-highest per-capita beer consumption, behind the Czech Republic and Germany, making it attractive for companies like AmBev. The company was the third-biggest brewer in the country, behind Cerveceria Polar, controlled by billionaire Lorenzo Mendoza, and Regional, owned by billionaire Gustavo Cisneros.

AmBev shares were down 0.2 percent at 191.19 reais in late morning trade in Sao Paulo, compared with a 0.6 percent decline in the benchmark Bovespa index .BVSP. (Reporting by Elzio Barreto, editing by Matthew Lewis)