* Eurocash offers 3.76 shares for each Emperia share
* Emperia not immediately available for comment
WARSAW, Sept 14 (Reuters) - Polish wholesaler Eurocash has offered to take over retailer Emperia in an all-cash deal to create a group worth some $1.4 billion.
Eurocash said late on Monday it had offered 3.76 new shares for each Emperia share, valuing Emperia at about 1.3 billion zlotys ($425.1 million), or slightly below Emperia's market cap after it rose 8 percent on Monday on a newspaper report of potential offer.
In an open letter to Emperia, Eurocash said the deal would help the combined group to negotiate better deals with suppliers, optimise the use of capital, cuts costs and allow for cross-selling.
"Independent stores in Poland need a strong partner," Eurocash Chief Executive Luis Amaral said in the letter. "Cooperation with a large wholesaler... such stores will be able to fully realise its potential.
Emperia, which on Monday said it was not engaged in any talks with Eurocash, was not immediately available for comment.
Eurocash shares have gained 44 percent this year, while Emperia has risen 7 percent. Warsaw's broad WIG index is up 11 percent. (Reporting by Chris Borowski; Editing by Louise Heavens)