Swisscom to buy rest of Fastweb for 256 mln euros

* Offers 18 eur per share for rest of Italian unit

* Total purchase price would amount to 256 mln eur

* Says will pay dividend in 2011

(adds detail, background)

FRANKFURT, Sept 8 (Reuters) - Swiss phone company Swisscom AG SCMN.VX said on Wednesday it had launched a takeover offer for the shares of its Italian Fastweb FWB.MI unit it does not already own and aims to delist the company.

The Swiss operator said the “full takeover will give Swisscom greater strategic and operational flexibility”, without elaborating.

Swisscom, which owns 82 percent of the Italian telecom operator, plans to offer 18 euros in cash for the outstanding shares -- a premium of 34.6 percent to Tuesday’s closing price

-- as soon as it gets approval from Italian stock exchange -- as soon as it gets approval from Italian stock exchange regulator Consob.

The total purchase price would amount to 256 million euros

($326.3 million), Swisscom said.

Fastweb shares closed at 13.48 euros on Tuesday in Milan.

Swisscom bought a majority stake in Fastweb in 2007 to counter lacklustre growth at home, where it faces price pressures and increasing competition.

Fastweb is under investigation for evading value added tax

(VAT) as part of a money-laundering ring. It made a provision of 70 million euros ($89.6 million) in 2009 as a result of the probe. [ID:nLDE61M1O2]

Swisscom said it will finance the purchase price from its own funds or via an existing credit line. It said it will pay a dividend in 2011 at least equivalent to the prior-year amount.

The company also said it will have the necessary financial means for any further deals.

Last week, a Swisscom spokesman said a buyout could be a good investment but would consume part of its limited financial capacity.

(Reporting by Nicola Leske; Editing by Michael Shields)

((; +49 69 7565 1214; Reuters Messaging:

($1=.7846 Euro) Keywords: SWISSCOM/FASTWEB

C Reuters 2010. All rights reserved. Republication or redistribution ofReuters content, including by caching, framing or similar means, is expresslyprohibited without the prior written consent of Reuters. Reuters and the Reuterssphere logo are registered trademarks and trademarks of the Reuters group ofcompanies around the world.