Magna's new Opel bid lowers Sberbank stake: source

FRANKFURT (Reuters) - Hours before a deadline expired to submit final offers for Opel, a consortium led by Magna has made a surprise change in its bid for General Motors' European carmaker that may mark a concession to critics.

A source familiar with the consortium's offer told Reuters on Monday that Magna and Russian partner Sberbank would evenly split a 55 percent majority stake in Opel. Originally the Canadian auto parts maker planned to receive 20 percent with the remainder taken by the Kremlin-backed lender.

"It's a compromise to those people that wanted more Magna in the consortium," the person said.

The change could help soothe concerns in Germany over the potential influence of the Russian bank, which already began talking about selling its potential package weeks ago to a domestic carmaker. Magna and Sberbank are competing most closely with private equity firm RHJ International for Opel.

A debilitating stalemate between GM and Germany could be emerging over their differing preferences for the two competing bids, in which RHJ foresees shrinking Opel's production footprint to a more manageable level while Magna targets growth in the dynamic, but volatile, Russian market.

"Then we naturally have a problem and it becomes really complicated," said a source familiar with the thinking of Opel's trustees, who formally have to approve any sale and where Germany and GM are evenly represented.

Magna wants to convince the German federal and state governments that its plan best guarantees Opel its long-term independence from GM and ensures the European carmaker can decide for itself on issues including where it would develop new vehicle architectures or key modules and components.

Before approving the offer, Magna's board called explicitly for a legally separate holding to manage its stake in Opel in order to head off concerns that know-how developed together with rival carmakers could end up intentionally being leaked to Opel.

RHJ meanwhile argued in a letter to Premier Juergen Ruettgers of North Rhine-Westphalia, home to Opel's Bochum plant, its plan foresaw no compulsory layoffs in Germany while it eliminates 3,900 jobs by 2014 including 2,200 in his state.

GM needs to give up a majority stake in Opel in order for the Ruesselsheim-based carmaker to qualify for billions in state aid, but a faction within GM clearly favors a deal with RHJ that could see the U.S. company reacquiring its lost holding when RHJ eventually exits its investment.

The Belgian-listed company that was originally called Ripplewood Holdings Japan, and which still has loose ties to the U.S. private equity firm, confirmed on Monday that it would submit a "compelling" offer. Latest plans indicated it would offer 275 million euros ($389.3 million) in equity for a 50.1 percent stake.

Magna's consortium, which is competing with rival bidder RHJ International, stuck to its offer of 100 million euros in cash and another 400 million in loans to Opel convertible into equity -- likely split up evenly now between Magna and Sberbank.

Although Sberbank is expected to pool its votes together with the car parts maker to ensure majority control, GM would technically remain the largest single shareholder with a 35 percent stake. Opel staff would receive the other 10 percent as under RHJ's plan.

Magna declined to comment, but a spokesman for the company said the board of the Canadian auto parts supplier had approved management's plans to submit an offer for Opel by the European close of business on Monday.

Beijing Automotive (BAIC) is a possible third bidder.

Opel labor leader and deputy chairman Klaus Franz along with powerful German union IG Metall are rallying opposition against RHJ's offer. Unlike Magna, the Belgian firm has not visited a single Opel plant to conduct their own analysis and is basing its concept on a GM restructuring plan, he argues.

"A job reduction of about 500 engineers is planned which could lead to the relocation of one major Opel European project to the U.S. We are also endangered by losing capability and responsibility in Powertrain," he said in a letter to staff viewed by Reuters.

"Contrary to that Magna is planning additional models and a new 'A' (small car) architecture," he continued.

Franz told Reuters that GM wants also to claim licensing fees for example on development work for a fuel-saving dual clutch transmission although GM doesn't offer the technology.

The labor leader, who believes GM would run things under a deal with RHJ, played a critical role in scuppering any political support for Fiat's Opel bid and has thrown his entire weight and credibility behind Magna.

(Additional reporting by Philip Blenkinsop, Melissa Akin and Gernot Heller; editing by John Stonestreet and Rupert Winchester)