* Potential merger could lead to stake sale
* New company would hold 100 pct of Mediaset Premium
* Deal could help Mediaset attract partners, resources
MILAN, Dec 18 (Reuters) - Mediaset, Italy's biggest commercial television broadcaster, is considering merging its pay-TV operations in its core Italian and Spanish markets, paving the way for a possible sale of a stake in the new company, it said on Wednesday.
The plan envisages the creation of a new company holding 100 percent of Italian pay-TV business Mediaset Premium and the 22 percent stake Mediaset holds in Spain's Digital Plus, the company said.
Digital Plus is 56 percent controlled by Spain's Prisa while another 22 percent is held by Spanish telecoms giant Telefonica.
Mediaset, controlled by former Italian prime minister Silvio Berlusconi, said it may also seek an industrial and financial partnership for the new company, without elaborating.
"The evaluation will examine international development potential, possible synergies, the expansion of over-the-top services, as well as the eventual involvement of industrial and/or financial partners" in the new company, it said in a statement.
Mediaset's core advertising business has been hit hard by a long recession, while loss-making Mediaset Premium has been facing fierce competition from financially stronger rival Sky Italia, a unit of Rupert Murdoch's News Corp.
Bernstein analyst Claudio Aspesi said the deal could help Mediaset attract partners and bring on board fresh resources to invest in new business models and products.
""The benefits of a cross border pay-TV operation, such as those stemming from sharing know-how and jointly negotiating TV rights, could be greater than the cost of creating it," he said.
Mediaset shares ended down 0.55 percent on Wednesday, underperforming a 1.2 percent gain by Milan's blue-chip index.