Brazil's Cetip ready to conditionally accept BM&FBovespa bid -sources

By Tatiana Bautzer and Guillermo Parra-Bernal

SAO PAULO, Feb 26 (Reuters) - The biggest shareholders in Cetip SA Mercados Organizados are willing to accept most terms of an unsolicited takeover offer by rival BM&FBovespa SA, three sources familiar with the matter said on Friday, a major step toward creating the sole exchange and clearinghouse player in Brazil.

According to the sources, who requested anonymity since deliberations on the matter remain private, some Cetip board members want BM&FBovespa to limit the scope of due diligence work. BM&FBovespa's offer, unveiled last week, values Cetip at 10.8 billion reais ($2.7 billion).

While the board feels "comfortable" with the 41 real a share that BM&FBovespa presented, some members would like to see the bid slightly improved, the first source said.

One way would be allowing Cetip shareholders to earn interest pegged to Brazil's benchmark interbank rate on the price-per-share offered from an earlier date, until the deal is concluded, the source said.

The sources said Cetip plans to deliver an answer to BM&FBovespa, the world's 10th largest bourse by market capitalization, as early as next week. The company releases fourth-quarter results on March 3.

A Cetip spokeswoman did not respond to a request for comment.

If successful, a takeover would make BM&FBovespa the dominant exchange in Brazil, by controlling depositary and clearing activities for all types of financial assets and sourcing investors with proprietary market data.

Cetip is Latin America's largest securities clearinghouse with a vast over-the-counter, fixed-income derivatives operation.

BM&FBovespa had presented a non-binding offer of 39 reais a share in November, which Cetip rejected saying it did not fairly reflect the value of the company's operations.

The first source said the offer was shunned rapidly because its non-binding nature threatened to destabilize management's relations with staff.

The negotiations came after years of speculation that BM&FBovespa could pursue an unsolicited takeover of Cetip to grow in registration and custody of fixed-income and credit market instruments - segments in which the bourse has failed to gain market share.

Shares of Cetip fell 0.6 percent since Friday, when the binding bid was made public. In contrast, BM&FBovespa added over 6 percent as chances that the improved offer would succeed.

($1 = 3.9545 Brazilian reais) (Editing by Lisa Shumaker)