* Bid values Bogdanka at 3.43 billion zlotys ($1.2 bln)
* Conditional on 75 percent acceptance
* NWR plans to reincorporate in UK, delist Bogdanka
(Adds comments by CFO, analyst, further details)
By Jason Hovet and Patryk Wasilewski
WARSAW/PRAGUE, Oct 5 (Reuters) - Czech coal miner New World Resources launched an all-cash offer of 3.43 billion zlotys ($1.2 bln) for Polish rival Bogdanka on Tuesday, aiming to boost its leading position on central Europe's hard coal market.
NWR is offering 100.75 zlotys ($34.89) per share to value the thermal coal firm at 3.43 billion zlotys, a 13 percent premium to Monday's closing price of 89.20 zlotys and a 26 percent premium to the three-month average price.
"The combination of NWR and Bogdanka will create a regional champion, with an enhanced reserve base, product and geographical diversification and a strong regional identity," NWR said in a statement.
The combined company's production would rise in the short term to 25 million tonnes as NWR says it remains committed to Bogdanka's expansion plan, which aims to double its own production to around 11 million tonnes a year by 2014.
It said it expected the proposed acquisition would be accretive to earnings per share in the first year of consolidation.
The biggest shareholders of Bogdanka, Polish pension funds, declined to comment on the offer.
NWR shares closed at 210.4 crowns per share after the announcement, marginally down from the previous close of 210.9 crowns, while Bogdanka's shares were trading at 89.05 zlotys when trading was suspended pending the announcement.
The offer will run from Oct 25 until Nov 29 and is conditional on at least 75 percent of its rival. Bogdanka board will make a recommendation on the offer but its agreement is not conditional, NWR said. NWR wants to delist the smaller miner.
"About 30 percent of our shareholders are also shareholders of Bogdanka ... we are confident we can reach the 75 percent threshold," NWR's chief executive Mike Salamon told a news conference in Warsaw.
POSSIBLE EQUITY FINANCING
NWR said it expected to finance 300-400 million euros of the price of the takeover from its cash reserves and had secured a bridging loan facility from an affiliate of its majority shareholder, BXR Mining B.V., and banks JP Morgan Securities and Citibank Europe. It said it may also issue new stock or debt to refinance the bridge loan.
Chief Financial Officer Marek Jelinek said in a conference call that effectively Bogdanka shareholders could switch into NWR shares, but any new equity issue would be a separate process from the acquisition.
Jelinek said the company had an option to issue up to 5 percent of equity at a short notice.
NWR, registered in the Netherlands, said it also planned to reincorporate in the United Kingdom next year which it hopes will make it eligible for joining a FTSE share index.
Analysts said the company needed to explain the rationale of the proposed deal to justify the valuation, with Bogdanka's 251 million tonne reserves as the potential driver.
"The deal seems negative to NWR stock price short-term," said Tamas Pletser of ING in a research note.
"Bogdanka's valuations are significantly above NWR's with 2010/11 forecast price/earnings 15.3/13.4 times," he said.
Last week Bogdanka raised its full-year profit forecast, expecting a 5 percent rise to 201 million zlotys ($69 million) in 2010, having previously forecast no change.
Sales are expected to rise by 10 percent to 1.23 billion zlotys, with operating profit up 7 percent at 242 million zlotys. (Additional reporting by Jan Lopatka in Prague, Agnieszka Barteczko and Adrian Krajewski in Warsaw; Editing by Greg Mahlich)