Russia's Prokhorov seeks to liquidate $11 bln firm

MOSCOW, Dec 19 (Reuters) - Russian tycoon Mikhail Prokhorov wants to liquidate $11 billion holding company KM-Invest, which he owns jointly with former business partner Vladimir Potanin, Prokhorov's investment vehicle Onexim Group said on Wednesday.

Onexim launched the bid to wind up KM-Invest after losing a board vote on the sale of two key holdings, saying in a statement it would call an extraordinary shareholders meeting within 30 days.

"A respective demand has been sent to Vladimir Potanin today," Onexim said in a statement.

Prokhorov and Potanin are involved in difficult 'divorce' talks on separating their assets, the largest of which is the world's leading nickel miner Norilsk Nickel (GMKN.MM).

KM-Invest owns 8 percent stake in Norilsk and 7.4 percent of Polyus Gold (PLZL.MM) (PLZLq.L), as well as other assets such as stakes in Rosbank (ROSB.MM) and real estate developer Open Investments (OPIN.RTS).

KM-Invest said in a separate statement its board had approved the sale of 2 percent of Norilsk Nickel shares and around 7.4 percent Polyus shares, as well as buying some other assets and to borrow $800 million from its subsidiaries.

"The board has decided to start implementing a plan of economic dismantling of KM-Invest's assets elaborated by its management. All deals are going to be implemented at market conditions," KM-Invest said.

Prokhorov's representatives on the KM-Invest board voted against this decision, Onexim's statement said.

Prokhorov also offered to buy out Potanin's stakes in the companies held by KM-Invest, or to sell his own at the same unspecified conditions.

If the offer is accepted within 30 days, Prokhorov is ready to vote against liquidating the firm at a shareholders' meeting to be held no later than Jan. 21, 2008, the statement said.

Prokhorov said last week he would offer Potanin the chance to split assets jointly owned within KM-Invest.

He said he would offer either to sell all assets and divide the proceeds, to buy out Potanin's stakes, or to sell his own stakes to his ex-partner on the same conditions.

Prokhorov said his offer, if accepted, could see the assets split by July 1, 2008. His share is worth about $5.5 billion.

If his offer is declined, Prokhorov said he would start dismantling the firm through the courts. This could take years.

Prokhorov has also offered to sell his 25 percent-plus-one-share stake in the world's top producer of nickel and palladium Norilsk Nickel to United Company RUSAL.

Prokhorov has given first right of refusal to Potanin. But Potanin must agree terms before Prokhorov's offer expires on Dec. 21 and pay the $15.7 billion purchase price within 15 days of that date.

Should he decline, Prokhorov will sell to UC RUSAL, the world's largest aluminium producer and the crown jewel in the empire of a third Russian billionaire, Oleg Deripaska.

Prokhorov blocked a plan last week to transfer Norilsk Nickel's energy assets to a new $7 billion company, while Potanin on Tuesday blocked a plan to carve out Polyus' gold exploration assets. (Reporting by Aleksandras Budrys; Editing by Richard Hubbard)