* Board says Bonomi's offer in shareholders' interest
* Says can't unreservedly confirm it's in Club Med's interest
* Warns risks of China partner, future of all-inclusive model (Adds detail from statement, background)
PARIS, July 25 (Reuters) - Club Mediterranee's board of directors on Friday advised that a 790 million euro ($1.1 billion) takeover offer for the holiday group from Italian financier and top shareholder Andrea Bonomi was in shareholders' interest.
"The board unanimously considers that the offer is in keeping with shareholders' ... interests and recommends those who are looking to receive cash immediately to offer their shares," the board said in a statement.
The board added, however, that in light of contradicting statements published in the press, it could not "unreservedly" confirm that the offer was in the company's interest.
In particular, the board noted the risks of changing strategic partners in China, which Club Med sees as a priority market, and warned against altering the group's model of all-inclusive holidays, which the board said is "part of its DNA".
Italian tycoon Bonomi is now the largest shareholder, having built a stake of nearly 11 percent this year. He is offering 21 euros a share for Club Med, valuing it at 790 million euros.
His offer tops a one year-old 557 million euro offer by China's Fosun International and French private equity group Ardian. That offer was priced at 17.50 euros a share but became mired in legal challenges and shareholder opposition to it as too low.
The stock has been trading slightly above 21 euros since Bonomi's offer, bringing gains so far this year to 22 percent.
Apart from offering a higher price, part of Bonomi's strategy to win support has been to promise a greater focus on France.
Current Chief Executive Henri Giscard d'Estaing, son of former French President Valery Giscard d'Estaing, backs the Ardian-Fosun offer, partly on the grounds that one of the owners would be French. He would lose his job if Bonomi's offer is successful.
Last week Bonomi received the backing of Serge Trigano, the son of Club Mediterranee founder Gilbert Trigano, who would become the resort chain's non-executive chairman if Bonomi wins.
Club Med, with annual sales of 1.4 billion, competes with hoteliers including Intercontinental and Accor , as well as tour operators such as TUI Travel and Thomas Cook.
A recent drive to reinvent itself as an upmarket operator has been stifled by an economic downturn in Europe, which still accounts for 70 percent of its revenue. The operating margin of its holiday villages fell to 3.9 percent of sales in 2013 from 4.3 percent in 2012.
Fosun, with a 9.96 percent stake, and Ardian, with 9.4 percent, have said their plan is to accelerate Club Med's shift towards China, which the company wants to make its second-biggest zone after France by 2015.
Bonomi has said the future of Club Med is not solely in China but also in Europe and the Americas. He has also warned against neglecting the cheaper end of the market.
Under an indicative calendar provided by Bonomi to France's AMF stock market regulator, his offer would start on Aug. 7 and run until Sept. 11. AMF has yet to provide an official calendar for the offer. ($1 = 0.7444 Euros) (Reporting by Michel Rose; writing by Dominique Vidalon; editing by Leigh Thomas)