UPDATE 1-Kabel Deutschland won't fight Vodafone bid - sources
* Kabel Deutschland is in no defence mode - source
* Vodafone offer could be worth 10 billion euros
* Kabel Deutschland shares flat
FRANKFURT, Feb 21 (Reuters) - Kabel Deutschland has no plans to fend off a potential 10 billion euro ($13 billion) takeover offer from British mobile operator Vodafone , two people close to Germany's biggest cable company said.
"Kabel Deutschland is in no defence mode," one of the sources said on Thursday, while the other person said: "Kabel Deutschland will assess any offer with an open mind".
Kabel Deutschland declined to comment.
Vodafone has hired Goldman Sachs to advise it on options about a bid for the German cable group, a person with direct knowledge of the matter told Reuters on Tuesday.
Kabel Deutschland shares were flat at 68.00 euros at 1410 GMT. They closed at 63.60 euros on Feb. 12, the day before the first report of a possible deal.
Kabel Deutschland said on Wednesday it will raise the dividend for its current fiscal year by 67 percent, a move traders and investors saw as a first defensive jab aimed at warding off Vodafone. Analysts have estimated Vodafone would have to stump up about 10 billion euros for any bid.
Kabel Deutschland's success in the broadband market could appeal to Vodafone, the biggest mobile operator in Germany.
Vodafone needs to expand into more profitable areas, such as cable, as it faces a squeeze between low-cost mobile challengers and telecom and cable rivals increasingly pushing discounted, all-included bundles of mobile and other services.