Deutsche Bank, Post OK new terms in Postbank sale: sources

FRANKFURT/DUESSELDORF, Germany (Reuters) - Deutsche Bank AG and Deutsche Post AG have agreed new conditions for the takeover of Deutsche Postbank, two sources familiar with the negotiations said.

The move comes as Deutsche Bank, Germany's biggest lender, said it expected record net losses of 4.8 billion euros for the fourth quarter and 3.9 billion for 2008 in a surprise profit warning which sent its shares tumbling more than 7 percent.

Deutsche Post will take a stake of less than 10 percent in Deutsche Bank, the sources said on Wednesday, adding that the move could occur in the first quarter.

Post, which is more than 30 percent owned by the German state, would hold the stake for less than a year.

"You can't call that a part-privatization of Deutsche Bank," one source said.

Deutsche Bank will pay for Postbank in part with new shares, which will improve its capital position.

In return, Deutsche Post will receive payment for its 62 percent stake in Postbank earlier than planned as part of the new agreement, which is due to be announced on Wednesday pending approval by Deutsche Post's supervisory board, the sources said.

There would be no takeover offer for the remaining shares of Postbank for the time being, the sources said, adding that Postbank's valuation in the "highly complex transaction" remained unchanged at more than 9 billion euros ($12 billion).

Deutsche Bank is to subscribe to a Deutsche Post bond exchangeable into Postbank shares as part of the transaction, the sources added.

Deutsche Bank and Deutsche Post declined to comment.

BERLIN WELCOMES MOVE

A German government official said Berlin welcomed Deutsche Post's taking a stake in Deutsche Bank but said it would not make sense to be indirectly involved in the lender long-term.

"The entry is positive because it ends the uncertainty surrounding the Postbank takeover," the official told Reuters, requesting anonymity.

Deutsche Bank shares fell 7.4 percent to 22.48 euros by 1030 GMT (5:30 a.m. EST), Deutsche Post fell 2.8 percent to 9.45 euros and Deutsche Postbank fell 6.4 percent to 13.43 euros, amid a weaker overall market, with the blue-chip German DAX index down 1.7 percent.

Deutsche Bank agreed to buy smaller retail rival Postbank in September, shortly before the collapse of Wall Street's Lehman Brothers sent markets and bank stock prices into a spin, casting uncertainty over the deal.

The original deal called for Germany's biggest bank to get control of Postbank in two stages in a deal worth up to $13 billion.

Deutsche had earlier said that it intends to complete the initial takeover of an almost 30 percent stake in Postbank, for which it is paying 2.8 billion euros, in the first quarter of this year.

Under the original deal, Deutsche had an option to buy a further 18 percent stake for 55 euros per share, which it can exercise between one and three years after the closing of the first stage. It had the option to pay in stock rather than cash.

But if it does not trigger this option, Deutsche Post could force it to buy a stake of about 20 percent in Postbank for 42.80 euros.

($1=.7520 Euro)

(Writing by Nicola Leske and Jonathan Gould; editing by David Cowell)