* Cermaq wants to take over Peru's Copeinca
* Marine Harvest against deal, in hostile bid for Cermaq
* Cermaq's 2nd-biggest investor against Copeinca deal
* Cermaq general assembly to vote on Copeinca deal on May 21
By Victoria Klesty
DIRDAL, Norway, May 13 Norwegian fish farmer Cermaq rejected shareholder criticism of its plan to buy Peruvian fishmeal firm Copeinca on Monday, an acquisition that might kill any prospect of a bigger merger with the sector's leader.
Marine Harvest, the world's largest fish farmer, has offered $1.7-billion, or 105 crowns per share, for Cermaq on the condition that the state-controlled company does not buy Copeinca, itself worth $722 million at current market prices.
Cermaq's biggest private-sector shareholder, Lansdowne Partners, said on Friday that the purchase of Copeinca should not go ahead and called for it to consider agreeing to the takeover by Marine Harvest.
But both management and Norway's government have rejected the Marine Harvest offer as too low and chief financial officer Tore Valderhaug reiterated Cermaq was ready to press ahead with the purchase of the Peruvian company.
"My understanding is that it (Marine Harvest's objection) is not about Copeinca, it is about something else," Valderhaug said, putting the case for buying the Peruvian company.
"All this noise that has been going on about Copeinca ... it is about the financing of very large transactions."
Marine Harvest has said it will not raise its offer but sector analysts tend to agree that 105 crowns is too low. European fish firms are booming as constrained supplies and the threat of a second epidemic in Chile in as many years has pushed fish prices sharply higher, boosting profits after a difficult 2012.
By buying Cermaq Marine Harvest would create a global giant that would be a top player in everything from feed to processing. While it says banks have estimated Cermaq as worth 111 crowns per share, some analysts target up to 125 crowns.
The move by Lansdowne, which owns 7.5 percent of Cermaq, comes as the parties seek to rally support ahead of an annual general meeting of Cermaq shareholders next week that will consider the Copeinca deal.
Valderhaug said that company management had been discussing options with Marine Harvest ever since Cermaq floated its shares publicly in 2005, although the owners had never pressed for a sale.
"We have said throughout that we are open to such a deal," he said, adding that no other transaction in Norway's (fish farming) industry could bring bigger synergies than a deal between Marine Harvest and Cermaq.
Marine Harvest estimates potential gains from merging the two firms' operations at around 3 billion crowns ($521 million). (Editing by Gwladys Fouche and Patrick Graham)