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DEALTALK-Brazil's Batista may need to bid up Ventana

* Latest offer is 4th attempt by Batista to buyout Ventana

* Deal more difficult to get done under hostile conditions

* Ventana says it has other interested parties

* Stock price trading at C$12.60 per share

By Pav Jordan

TORONTO, Jan 28 (Reuters) - Brazilian billionaire Eike Batista - whose ambition it is to become the world's richest man - may need to sweeten his hostile bid to buy Ventana Gold Corp (VEN.TO), and not just for fear of a rival bidder.

Batista, who last year jumped to 8th place on Forbes list of the world's wealthiest, has offered C$12.63 a share for the 80 percent of Vancouver-based Ventana that he does not own, valuing the company at about C$1.5 billion ($1.5 billion).

Ventana, which owns the promising La Bodega gold property in Colombia, insists the bid is too low. Indeed, Batista himself was offering $13.06 a share in a friendly offer that was rejected before he went hostile in November.

The company says other parties have shown interest since the hostile offer was made public, though no firm bids have surfaced yet.

In what may indicate the market is not expecting a higher bid to emerge, the share price has slipped below the offer value, and traded at C$12.60 a share on Friday.

For Batista, the arithmetic is challenging. He needs two-thirds of the shares tendered, in addition to the 20 percent he owns, or a total of nearly 87 percent. With directors and officers owning 15.5 percent, and the board recommending against the bid, the numbers don't add up.

To be sure, he could settle for a simple majority but that would preclude him from squeezing out the rest of any holdouts and taking full control of Ventana.

"As time goes on and no deal is coming through, then it gets back to the bid price," said Michael Fowler, senior mining analyst at Loewen, Ondaatje, McCutcheon in Toronto.

Ventana and Batista, its largest shareholder, have haggled over the company's valuation for years.

"There have been multiple times that we've engaged in collaborative discussions on how they might be able to acquire the asset," Ventana Chief Executive Stephen Orr told Reuters this week. "We never were able to come to terms on valuation."

Gold mining is booming in Colombia. With stability prevailing after years of internal strife, the country has became an attractive destination for foreign capital.

Ventana's La Bodega mine could become one of the first significant mines in Colombia's nascent gold rush, with initial annual output of 300,000 ounces. But production won't start for years.

As for La Bodega's inherent value, there are still plenty of questions that won't get resolved until the completion of a feasibility study.

"Ventana itself is advanced, but it's not advanced-advanced. It's not advanced right up towards the feasibility study," Fowler said.

"So there's a lot of risk involved going through to that stage. Is the metallurgy going to be OK? Where are you going to put the mill? How are they going to develop it? There's a lot of unknowns."


Batista, one of Brazil's best-known personalities, has been trying to buy Ventana for years, determined to add it to his global portfolio of mining and oil properties.

In November 2009, he made a private offer for C$12 a share plus stock, Ventana says. Last February, he offered Ventana shareholders C$10 a share plus stock in a new company. On Nov. 16, the day before making his hostile bid, he proposed a friendly, C$13.06-a-share deal.

"I've thought for some time that the longer this process drags on, the more likely this gets consummated with some sort of a hike from Eike," said a shareholder who could not to be quoted by name due to company policy.

Batista, who has long said he wants to be the world's richest person, made the latest bid through AUX Canada Acquisition Inc, created for that sole purpose. The name bears the ubiquitous 'X' of all Batista-controlled companies, representing his intention to multiply his wealth.

With 66 2/3 percent of the shares plus Batista's own needed to carry the day, getting the hostile deal done might prove difficult regardless of price.

"He showed his willingness to pay above $13 before, so the most likely outcome is that he raises and gets it done at something above his current offer," said the shareholder.

Batista could not be reached for comment, but AUX has said it has no intention to raise its bid.

($1=$1 Canadian dollar)

(Additional reporting by Julie Gordon)

(Reporting by Pav Jordan; Editing by Frank McGurty)

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