Adds details, sources, shares
MILAN, July 27 (Reuters) - Italy's second-biggest bank Intesa Sanpaolo ISP.MI has secured just under 43.5% of UBI UBI.MI with one day left in its takeover offer for the smaller rival, bourse data showed on Monday.
Intesa's 4.1 billion euro ($4.8 billion) paper-and-cash offer to create the euro zone's seventh-biggest banking group ends on Tuesday.
The bid is valid with a take-up of 50% of UBI's capital plus one share. Intesa is targeting 66.67% acceptance to ensure it controls extraordinary shareholder resolutions, so as to be able to absorb UBI and maximise projected savings.
A high-take up would also make it easier for Intesa to comply with an antitrust commitment to sell 532 branches of the combined group, mostly UBI's.
A person in the bid's camp said a significant increase in acceptance was forecast on Tuesday because institutional investors, which are expected to largely back the offer, usually wait until the last day to tender their shares.
The person said take-up so far comprised mostly local investors, many of whom had initially opposed the offer but embraced it after Intesa this month raised the premium to 40% from 24% versus UBI's closing price on the day the deal was announced in mid-February.
UBI's board has rejected the sweetened bid saying it still failed to reflect the bank's value.
Despite the rejection, Intesa expects take-up could top 80% in a best-case scenario, two sources in Intesa's camp have said.
Two of UBI's single largest investors holding in aggregate around 17% of the bank - British funds Silchester International Investors and Parvus Asset Management Europe - have not disclosed their stance on the bid.
Even without their backing, holdout investors are not expected to account for more than around 30% of UBI's capital, according to the two sources, likely handing Intesa the majority it needs to control extraordinary shareholder meetings.
Shares in UBI closed down 8.8% on Monday after a deadline expired on Friday for investors to buy shares on the market and exchange them in the bid.
($1 = 0.8509 euros)
(Reporting by Valentina Za; editing by James Mackenzie and David Evans)
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