UPDATE 2-Italy's Atlantia in talks on takeover of Gemina-sources
* Boards may discuss merger plan in Feb-sources
* Atlantia to bid for Gemina in cash or paper-sources
* Gemina shares rise 9 percent, Atlantia edges lower (Adds Moody's on Gemina's ADR rating, updates shares)
MILAN/ROME, Jan 8 (Reuters) - Italian motorway group Atlantia SpA is in talks to acquire Gemina, which controls Rome airport operator ADR, and a decision could be made in the coming months, sources with direct knowledge of the situation told Reuters.
The tie-up of the two companies, both controlled by the Benetton family's holding Sintonia, would help ADR to roll out a 2.5 billion euro ($3.3 billion) investment plan to relaunch its flagship Fiumicino airport by giving it better access to capital markets, the sources said.
The operation would involve Atlantia buying the 64 percent of holding company Gemina that Sintonia does not already own, paying in cash or shares, according to the sources. The operation would also further streamline the Benettons' control chain over some of their infrastructure activities.
At current market prices the stake is worth about 1 billion euros. Atlantia has a market value of 9.1 billion euros.
"Parameters will be defined by the end of January," one of the sources said. "There could be a public tender offer for Gemina or a share swap. There are two or three options."
A second source said: "It is reasonable to think that a board meeting will be held in February (to discuss the deal)."
Under the plan, Changi Airport Group, operator of the Singapore airport and owner of 5.2 percent of Gemina, could end up with shares in ADR with a "put" option and a remuneration scheme based on core profits, the second source said.
Sintonia, which said in December that it had not yet started to examine the possible deal in response to press speculation that it was considering a reorganisation of its holdings, controls about 46 percent of Atlantia and 36 percent of Gemina.
The Benettons are best known globally for their colourful sweaters, but the Italian dynasty derives most of its profit from airport and motorway operator Autogrill and from infrastructure activities.
A third source with knowledge of the situation said the deal could be announced in the first quarter of this year.
Gemina shares closed up 9.2 percent, adding to a rally of more than 40 percent over the past three months. Shares in Atlantia were down 0.07 percent.
After years of regulatory uncertainty, the Italian government in December approved a decree that paved the way for Gemina to raise tariffs and expand the Fiumicino airport.
Credit ratings agency Moody's said on Tuesday that it had placed ADR's Ba2 rating under review for an upgrade. This was to reflect the new regulatory framework that it said will allow the airport operator to raise tariffs by about 10 euros per passenger to 26 euros in 2013, with annual increases tied to investments.
The planned expansion would bring Fiumicino more into line with international airports in Madrid, London and Singapore. It foresees 12 billion euros of investment by 2044, of which 2.5 billion would be in the next 10 years.
Gemina in July rebutted a press report that said it was mulling a merger with Atlantia. ($1 = 0.7634 euros) (Writing by Danilo Masoni; Editing by David Holmes and David Goodman)