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Aliaxis aims to form leading water management group

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Uponor's top shareholder rejects contemplated offer

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Uponor shares soar 43%, analyst eyes higher bid

OSLO, April 17 (Reuters) - Belgium's Aliaxis on Monday made a 1.82 billion euro ($2.0 billion) unsolicited offer to buy Finland's Uponor, seeking to form a global water management group.

Uponor's largest shareholder Oras Invest, which holds a 25.7% stake, said however it would not accept the contemplated offer, saying it did "not reflect the full value potential" of the group.

Uponor shares soared 43% on the news to a 19-month high.

Aliaxis, which owns just over 5% of Uponor, said it had initially approached the Finnish group regarding an offer last year, but had failed to reach a deal.

"By choosing to communicate publicly, we are choosing to enter into a constructive dialogue with the board of directors of Uponor," Aliaxis CEO Eric Olsen told a news conference.

Uponor in a statement said its board would assess the offer, worth 25 euros per Uponor share, a 44.6% premium over Friday's closing price.

Aliaxis will likely have to improve its offer to be successful, OP Financial Group analyst Juho Saarinen said. "This is just the beginning of the negotiations, and we will see how discussions progress," he added.

The unsolicited approach hinges on several conditions, including the opportunity to conduct "a short confirmatory due diligence", and that Uponor's board of directors recommends the bid, Aliaxis said.

Brussels-based Aliaxis said the two groups have highly complementary geographic operations and products which would provide significant cross-selling opportunities.

"It's an opportunity for Uponor shareholders to maximise value at an attractive premium while de-risking their investment as a U.S. housing downturn looms and the European outlook remains difficult," Olsen said.

"This is a deal about growth, not about consolidation," he added.

At least 60% of Uponor's shareholders would have to accept the offer for any bid to proceed, Aliaxis said. The transaction would be funded through a mix of cash and external financing, it added.

($1 = 0.9104 euros) (Reporting by Terje Solsvik in Oslo, Louise Rasmussen in Copenhagen and Greta Rosen Fondahn in Gdansk; editing by Louise Heavens)