LONDON May 16 (Reuters) - Carphone Warehouse and entrepreneur Richard Branson's Virgin Group have entered exclusive talks with French telecoms company Numericable to sell Virgin Mobile France, their joint venture mobile virtual network operator, for an enterprise value of 325 million euros ($446 million), Carphone and Numericable said on Friday.
Carphone, Europe's biggest independent mobile phone retailer which on Thursday announced plans for an all-share merger with Dixons Retail, Europe's second-biggest electricals retailer, owns 46 percent of Virgin Mobile France's holding company Omer Telecom Ltd.
Branson's Virgin Group also owns 46 percent with the balance held by management.
Carphone said the shareholders had entered into an exclusivity agreement with Numericable regarding the proposed sale.
"During the exclusivity period the parties will carry out the necessary consultations with employee work councils, with the transaction also being subject to the approval of the French Competition Authority," Carphone said.
Virgin Mobile France has struggled in an intensely competitive French market, and analysts following Carphone have long speculated it would dispose of its stake.
Last month Virgin Mobile France reported an 8.6 percent fall in fourth quarter revenue.
Numericable, which recently won a takeover battle for Vivendi's French mobile network operator SFR, said Vivendi would contribute 200 million euros to funding the acquisition.
It said the acquisition would help it accelerate its strategy of converging high-speed fixed and mobile telecom services.
($1 = 0.7291 Euros) (Reporting by James Davey and Natalie Huet in Paris; Editing by Brenda Goh and Greg Mahlich)