Lear proxy recommends vote for Icahn takeover

BOSTON, March 20 (Reuters) - The board of directors of auto parts maker Lear Corp. (LEA.N) advised shareholders in a filing with the U.S. Securities and Exchange Commission on Tuesday to vote for activist investor Carl Icahn's proposed $2.3 billion takeover of the company.

The Southfield, Michigan-based company in February accepted the $36-per-share bid from Icahn-controlled American Real Estate Partners LP ACP.N for the shares of the company Icahn does not already control.

The deal is worth about $5.3 billion including assumed debt.

Icahn and affiliates currently own almost 12 million Lear shares, representing a 15.7 percent stake in the company, making him its largest shareholder, according to data in the proxy filing. Lear's board agreed to the deal in February.

The deal's total value was calculated based on total shares outstanding not already owned by Icahn.

The filing does not set a date for the meeting at which Lear shareholders would have to approve the takeover.

Lear shares closed up 14 cents to $36.80 on the New York Stock Exchange on Tuesday.

((Reporting by Scott Malone; Reuters Messaging: editing by Carol Bishopric; rm://scott.malone.reuters.com@reuters.net; Telephone: +1 617-367-4176; Boston.Newsroom@reuters.com)) Keywords: LEAR ICAHN/

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