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UPDATE 3-EU extends review of TomTom's bid for Tele Atlas

(Adds EU confirmation, analyst, updates shares)

AMSTERDAM, Nov 28 (Reuters) - The European Commission will start an in-depth review of Dutch navigation device maker TomTom's TOM2.AS planned 2.9 billion euros ($4.3 billion) takeover of digital map supplier Tele Atlas TA.AS, the commission said on Wednesday.

Tele Atlas and TomTom shares fell earlier when TomTom said the EU’s top competition regulator would conduct a second-phase investigation into the proposed acquisition, which has already gained approval from U.S. competition authorities.

The Commission will now have another 90 business days to determine whether the deal could damage competition, pushing the review’s deadline to April 17, 2008.

The Commission said it was concerned the transaction could be anti-competitive: "Tele Atlas is one of only two producers of navigable digital maps offering a complete coverage of Europe and North America," the other being U.S. firm Navteq Corp NVT.N.

The Commission said it had concerns that “the acquisition by TomTom of Tele Atlas might, in the light of the duopoly market for navigable digital maps and TomTom’s strong position on the market for (portable navigation devices), lead to a significant impediment of effective competition.”

As a result, TomTom is extending its offer period for Tele Atlas shares to March 31, 2008, from Dec. 18.

Tele Atlas shares fell 4 percent to 27.89 euros by 1516 GMT on the Amsterdam exchange, extending earlier losses.

The drop partly reflected the fact that investors would have to wait longer for the cash, analysts said.

TomTom shares fell as much as 4 percent but recovered to 62.65 euros, down 0.3 percent.

The European Commission’s stronger language relative to TomTom’s was also pushing down Tele Atlas shares, said Landsbanki Kepler analyst Maurits Heldring.

“It’s clear that if TomTom were not allowed to buy Tele Atlas, Garmin also can’t buy it. That would bring Tele Atlas shares back to the level of 20 euros,” Heldring said.

TomTom launched its offer of 30 euros per Tele Atlas share last week, after U.S. rival Garmin Ltd GRMN.O abandoned its rival attempt to buy Tele Atlas, clearing the way for TomTom to gain control of one of the only two global digital map makers.

The other global map maker, Navteq, has agreed to be bought by cellphone manufacturer Nokia Oyj NOK1V.HE for $8.1 billion.

Analysts said before the EU statement that they did not expect the EU to block the takeover as TomTom had already offered to put Tele Atlas at arm’s length from its business of designing and selling navigation devices.

TomTom has promised a level playing field by continuing to sell Tele Atlas map data to competitors and said the deal would enhance products for consumers.

The European Commission may seek some additional assurances on how cost cuts at Tele Atlas products might be transferred to competitors of TomTom, SNS Securities analyst Martijn den Drijver said. (Additional reporting by David Lawsky in Brussels) (Editing by Will Waterman)

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