* To pay S$4.35 per share, 8.7 pct premium to July 1 close
* Access to big distribution network in fast-growing market
* China set to become world's biggest confectionery market
* Hsu family to hold 40 pct under a delisted joint venture
* Approval process may take 3-5 months - source
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By Saeed Azhar and Silke Koltrowitz
SINGAPORE/ZURICH, July 11 (Reuters)- Nestle , the world's largest food company, is paying a hefty $1.7 billion for a 60 percent stake in candymaker Hsu Fu Chi International to move deeper into fast-growing markets in China.
Nestle's biggest deal in China so far will take it closer to its target of 45 percent of sales from emerging markets in about 10 years, and analysts said on Monday securing growth opportunities in China was worth a relatively high price.
"It is certainly not cheap but that is the price you have to pay to get access to this high-growth market," Vontobel analyst Jean-Philippe Bertschy said.
"The fact that Hsu Chen will continue to lead the company is also very positive because he must be very well linked and have a well-established distribution network," he said.
International companies have been rushing to expand in Asian markets, where buoyant economic growth has boosted consumers' purchasing power.
On Monday alone, Asia-related deals worth some $15 billion were announced, such as Dutch group Philips's buy of Chinese appliance firm Povos.
Nestle paid about 3.3 times sales for the stake, more than the 2.4 times U.S. food group Kraft Foods paid for British candy group Cadbury.
The Nestle deal was relatively expensive when compared with top deals in the food sector. Only Mars Inc had to put more on the table for Wrigley at 4.2 times sales in 2008 and Danone for Numico at 4.5 times in 2007.
Kepler Capital Markets analyst Jon Cox said: "The deal makes strategic sense as, inevitably, China will become the biggest market for confectionery in the future. It looks a bit expensive at 3.5 times sales at first glance but you are paying for the future growth prospect."
The Vevey-based maker of KitKat chocolate bars and Nescafe coffee strengthened its dairy business in China earlier this year when taking a 60 percent stake in Yinlu Foods Group for an undisclosed sum.
"Together with Yinlu Foods and Hsu Fu chi, Nestle will increase its Chinese business from around 2.8 billion Swiss francs ($3.35 billion) in 2010 to 4.2 billion francs," Helvea analyst Andreas von Arx said.
The deal will allow Nestle to increase its footprint in emerging markets and get closer to catching up with rivals Danone and Unilever (UNc.AS) , von Arx said.
Gaining access to Hsu Fu Chi's comprehensive distribution network was also key for Nestle which has been present in China for over 20 years, operates 23 factories and employs 14,000 people.
Nestle shares were down 1.1 percent at 1310 GMT, versus a 0.6 percent weaker European food and beverage sector .
Hsu Fu Chi, which makes sugar sweets, cereal-based snacks, cakes and the traditional Chinese snack sachima, is listed in Singapore and reported sales of 669 million Swiss francs in 2010. It employs 16,000 people.
"The outlook for China's consumption demand is quite positive," said Dan Bin, a fund manger at Shenzhen-based Eastern Bay Investment Management, which invests in consumer companies. "Nestle has a lot of experience in consumer brands and with the deal, they can build on what Hsu Fu Chi already has in the Chinese market."
Under their agreement, Nestle will buy 43.5 percent of Hsu Fu Chi's shares from independent shareholders at S$4.35, a premium of 8.7 percent over the July 1 closing price -- trading in the Dongguan-based company's shares were halted on July 1 when the companies said they were in talks.
If the scheme is approved by the independent shareholders, Nestle will acquire a 16.5 percent stake from the Hsu family, which founded the company in 1992 and leaving it with 40 percent. The company will then be delisted.
The deal, for which Credit Suisse advised Nestle, requires approval from China's commerce ministry and authorities from Cayman Islands, where the company is incorporated, Hsu Fu Chi spokeswoman Christine Sun said.
"There are some concerns, especially after Coca-Cola's failed bid for Huiyuan. There is a sense that the Chinese government might be trying to protect Chinese brands," Shaun Rein, managing director at China Market Research Group, said.
"I would think that, in this case, it would not be a problem because we estimate the candy company only has about a 5.5 percent of the market, so it is a fairly niche market, and it is also a Taiwanese brand."
Another analyst said partnering with a family minority shareholder should increase the likelihood and speed of regulatory approval. The process will likely take 3-5 months, a source close to the deal said.
Investors have worried that foreign bids for well-known Chinese brands were off the table since Chinese regulators blocked Coca-Cola's $2.4 billion bid in 2009 for the country's top juice maker, Huiyuan Juice .
However, British drinks group Diageo won approval last month to increase its stake in Sichuan Shuijingfang , China's fourth largest white spirits group.
Nestle's offer came at a time when a series of accounting scandals at foreign-listed Chinese companies have triggered a sell-off in China-based stocks, prompting owners to consider mergers or partnerships.
Shares of Chinese companies listed in Singapore, known as S-chips, trade at a discount to their Singapore counterparts, which is forcing controlling shareholders to seek exits, said Tan Han Meng, an analyst at DMG & Partners.
The FT ST China Index , which tracks shares of Chinese companies listed in Singapore, has fallen 11 percent since the start of the year, versus the Straits Times Index's 1.9 percent fall. ($1 = 1.221 Singapore dollars = 0.836 Swiss francs) (Additional reporting by Lee Chyen Yee, Charmian Kok and Rachel Armstrong; Editing by Vinu Pilakkott and Dan Lalor)