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UPDATE 2-Celesio board clears contested Brazil takeover

* Celesio to buy 50.1 percent stake in Panpharma

* Initial plan was to buy 54 percent

* Pays less than 150 million euros for stake -source

* Q2 EBITDA 150 million euros, down from 160 mln a year ago

* Shares up 0.9 percent

(Adds trading statement, analyst comment)

By Ludwig Burger and Frank Siebelt

FRANKFURT, July 10 (Reuters) - Celesio AG's CLSGn.DE supervisory board gave the green light on Friday for the German drug distributor's contested takeover of a Brazilian peer, which had exposed a rift between its management and main shareholder.

Celesio said directors cleared the acquisition of 50.1 percent in Panpharma, down from the 54 percent it had initially said it would purchase as part of a planned capital increase at Brasil’s largest drug distributor.

A person familiar with the matter told Reuters Celesio agreed to pay less than 150 million euros ($209 million), below the 200 million price tag sources had previously cited.

Celesio’s shares pared some of their earlier gains after the statement and were up 1.2 percent at 1213 GMT.

“Generally speaking, this is good news. Brazil is a market that is growing at a rate above 10 percent and also offers somewhat higher margins than Germany,” DZ Bank analyst Thomas Maul said.

Maul added Celesio seemed to have won concession on the purchase price to allay concerns voiced by its main shareholder, privately-owned conglomerate Haniel.

Celesio also said earnings before interest, taxes, depreciation and amortisation (EBITDA) in the second quarter slid to 150 million euros from 160 million a year earlier.

The drugs distributor and pharmacy chain operator, which makes almost half of operating profit from Britain, is suffering from a weak pound and lower demand for non-prescription treatments.

The agreement to take control of privately-held Panpharma was announced on June 29 and was due to be rubber-stamped by Celesio’s supervisory board the following day, but the meeting was deferred amid misgivings by Chairman Eckhard Cordes, also CEO of Haniel.

Haniel had said Cordes, and the family behind Haniel, had “legal and financial concerns” about the Panpharma purchase.

Celesio, which owns Britain's Lloyds Pharmacy chain, later said CEO Fritz Oesterle and Cordes, who also runs German retailer Metro AG MEOG.DE, had smoothed over their differences. [ID:nL1629033]

The investment in Panpharma, controlled by Brazil’s Panarello family, marks Celesio’s first expansion outside Europe, where it faces mature markets in wholesale distribution and strict regulations on its pharmacy business.

Celesio has the option to acquire more shares in Panpharma, it also said.

The deal follows Celesio’s pledge to expand in the so-called BRIC group of emerging markets of Brasil, Russia, India and China, and to lessen its dependency on its main British market. (Editing by David Holmes)

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