UPDATE 2-Some Scania investors back VW bid as deadline nears

Thu Apr 24, 2014 8:28am EDT

* Swedbank Robur, AP3 say will accept 200 crown per share bid

* Acceptances boost chances offer may succeed

* Scania shares rise, but still trade below offer price

* Offer expires on Friday; could be extended (Adds AP3 fund acceptance, updates share)

By Niklas Pollard and Johannes Hellstrom

STOCKHOLM, April 24 (Reuters) - Two Swedish pension funds said on Thursday they would accept an offer for their Scania shares from Volkswagen, boosting the majority owner's chances of buying out remaining stockholders in the Swedish truck maker.

Swedbank Robur - the fourth-largest Scania owner with a 1.9 percent stake - and state fund AP3, with 0.3 percent, both signed up for the German carmaker's 200 Swedish crowns per share offer, which expires at 1500 GMT on Friday.

VW is seeking to gain full ownership of Scania to speed up a tie-up with MAN SE, a second truck maker it also controls, to create a group that can take on larger rivals such as Daimler and Volvo.

The acceptances boosted Scania's share price by close to 10 percent, but it still traded some way below the offer price at 189.5 crowns.

That suggested the market believes the offer, worth 60 billion Swedish crown ($9.1 billion) in total and which has met with strong opposition from some shareholders, may well still fail to reach the necessary 90 percent acceptance threshold.

Alecta, the number three shareholder, turned down the offer on Wednesday, joining several other Swedish pension funds in rejecting it.

"(The acceptances) ...increase the likelihood the bid will go through, but I would still say that it is a 50-50 chance they (VW) will need to extend the acceptance period," Handelsbanken Capital Markets analyst Hampus Engellau said.

VW's bid suffered a setback last month when Scania board members without direct links to VW said the offer was too low and did not reflect the long-term potential of the company nor the likely savings a merger would bring.

Swedbank Robur said on Thursday it had considered this assessment but thought the offer was "reasonable."

Owners with just under 6 percent of Scania capital have publicly rejected the bid. If another 4 percent decide to reject it, the bid would fail.

That means VW, which with subsidiary <MAN MANG.DE> has 62.6 percent of the capital and 89.2 percent of votes in Scania, will still have to round up an overwhelming majority of the remaining smaller shareholders to reach its acceptance target.

That could prove difficult. "If we look at how things normally are, there are always a few percent of small shareholders who don't actually know they own stock in Scania," Engellau said.

VW has said it will not raise its bid, a pledge that would make any improvement of the terms legally difficult. But it has the option of extending the acceptance period.

($1 = 6.5704 Swedish Crowns) (Editing by Erica Billingham, John Stonestreet)