UPDATE 2-Terex says may not complete Fantuzzi deal

(Adds Fantuzzi reply)

NEW YORK, Nov 21 (Reuters) - Terex Corp (TEX.N) may not complete its purchase of the port equipment businesses of Fantuzzi Industries, it said on Friday, prompting the Luxembourg-Italian company to counter that it saw no obstacle to finalizing the deal.

The U.S. maker of capital equipment for construction said in August it would buy the businesses of Fantuzzi, which makes container handling equipment, for 215 million euros ($271 million). This week, Terex won approval from EU competition authorities for the deal.

"Terex has informed Fantuzzi that it believes that a material adverse change may exist with respect to the Fantuzzi business or other grounds exist which may preclude completion of this acquisition," Terex said in a U.S. regulatory filing.

Terex has had initial discussions with Fantuzzi and the final outcome cannot be determined, the company said.

Fantuzzi said in a separate statement it was "extremely surprised" by Terex's announcement, not least because it came after clearances by EU and Ukraine regulators.

It said it believed the deal could be finalized soon, after obtaining the final approval needed, which is from competition authorities in Turkey.

(Reporting by Nick Zieminski and Danilo Masoni in Milan, editing by Dave Zimmerman)