UPDATE 5-Blockbuster offers up to $1.3 bln for Circuit City

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By Karen Jacobs and Sue Zeidler

ATLANTA/LOS ANGELES, April 14 (Reuters) - Blockbuster Inc (BBI.N) said on Monday it has offered up to $1.3 billion to buy electronics retailer Circuit City Stores Inc CC.N, a bid that drew questions and criticism from Wall Street.

While Blockbuster touted the move as a strategic combination of retailers focused on electronics and digital media, investors were skeptical, and shares of the video rental chain fell more than 16 percent in afternoon trading.

Circuit City shares rose $1.17 or 30 percent to $5.07, but the company said Blockbuster had been unable to satisfy concerns that it could finance the bid of $6 to $8 a share, which was first made in a letter in early February.

The higher end of the range would be more than double Circuit City's recent stock price but less than half the 52-week high of over $19 at which it traded last year.

"I think (Blockbuster is) trying to steal a company and take advantage of shareholders at Circuit City who don't really understand the value of the business," said Dennis Bryan, a partner and portfolio manager with First Pacific Advisors, which owns Circuit City shares.

Sanford Bernstein analyst Colin McGranahan called Blockbuster's strategic rationale "vague" and pointed to the "oddness" of the combination.

"Strategically the deal appears to us to be a long-odds attempt by Blockbuster to address its deep structural issues; we do not see significant synergies," McGranahan wrote in a research note.

Blockbuster said a merger of the two struggling retailers could cut costs, exploit the growing convergence of media content and electronic devices, and bring benefits from selling complementary products.

Circuit City said that while it was open to further talks with Blockbuster, it was unwilling to let the movie rental firm examine its financial books.

"Can Blockbuster even get the financing?" asked Joseph Feldman, an analyst with Telsey Advisory Group.

Blockbuster Chief Executive Jim Keyes told reporters he was confident that his company could complete the transaction. But as of Jan. 6, the company only had $184.6 million in cash on its balance sheet, according to its most recent filing.

Keyes said he had discussed the bid with Blockbuster shareholder Carl Icahn and had his support. Turning to the billionaire investor and activist for an "additional equity infusion" is one avenue the company could consider, Keyes said.

Cost savings would come from combining systems and back-office operations, the "rationalization of the companies' real estate," and better deals with vendors, he said.

TOUGH COMPETITION