* TMX says makes no recommendation on Maple offer
* Both sides say no assurance of deal
* Talks come after London Stock Exchange bid abandoned
(Recasts lead, adds analyst comment)
By Pav Jordan
TORONTO, July 21 (Reuters) - TMX Group (X.TO) will enter talks with a Canadian consortium offering C$3.8 billion ($4.02 billion) to take over the operator of the Toronto Stock Exchange, opening the door for a friendly deal.
TMX authorized the discussions with Maple Group Acquisition Corp about a month after the London Stock Exchange (LSE.L) abandoned a friendly bid that failed to generate enough shareholder support.
TMX said it was making no recommendation to shareholders on Maple's hostile bid. To succeed, the bid needs 70 percent of TMX shares to be tendered by Aug. 8.
The decision to proceed with talks "makes it more likely that Maple and TMX come to an agreement before the August 8 tender deadline," said Ed Ditmire, analyst with Macquarie Capital in New York.
"If Maple and the TMX board were to find common ground, they would be able to propose a friendly merger and there would be no need for a tender."
Maple, comprised of 13 Canadian financial institutions, wants to strike a friendly deal with TMX and believes its offer, valued at C$50 a share in cash and stock, is compelling.
TMX stock closed at C$43.90 a share earlier on Thursday, before the talks were announced.
"While there can be no assurance that these discussions will ultimately lead to a TMX Group Board supported transaction, the signing of this agreement and the commencement of discussions is a positive step," said Luc Bertrand, speaking on behalf of Maple Group. Bertrand is vice-chairman of National Bank of Canada (NA.TO), one of the Maple members.
The bid also faces a review of Canada's Competition Bureau that could force changes. The deal has raised concerns that it might narrow choices for trading Canadian stocks because it would eliminate the country's largest alternative trading venue.
($1=94.4 Canadian cents) (Additional reporting by Solarina Ho; Editing by Frank McGurty)