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LONDON (Reuters) - Telecoms bonds stabilised on Monday as the market weighed the possibility of Spain's Telefonica <TEF.MC> taking over Dutch group KPN <KPN.AS> <KPN.N> and Boots credit prices remained tighter following the merger announcement with Alliance Unichem Plc <AUN.L>.

"We would be surprised if Telefonica bid for KPN. KPN's operations in the Netherlands and Germany are under intense competitive pressure, and deterioration of financials is clearly likely," DrKW analyst John Pearce said in a research note to clients.

A Wall Street Journal report on Spanish phone giant Telefonica approaching telecoms group KPN in a 20 billion euros ($24.1 billion) bid had tightened KPN bonds by one basis point and widened Telefonica by one point earlier on Monday.

"Everything is unchanged on the day by this point," said a telecoms trader in London at 1420 GMT.

KPN's 4 percent bond due June 2015 <NL022276697=> was bid at 69 basis points over government debt, while Telefonica's 5.875 percent bond due Feb. 2033 <ES016286907=> widened one basis point to 85 basis points over government debt, he said.

The report said actual negotiations had not yet started, adding that Telefonica executives have contacted their counterparts at KPN <KPN.N> to try to begin talks, according to people familiar with the talks.

"We've made our internal checks, and as far as we know we have not been approached by Telefonica," a spokesman for the former Netherlands' phone monopoly told Reuters on Monday.

A 20 billion euro offer price represents a 15 percent premium on KPN's market value of 17.4 billion euros based on Friday's closing share price of 7.46 euros.

The companies are assembling teams of advisers as a first stage in preparing for talks, the report said. The process is at an early stage and it is unclear how KPN responded to Telefonica's advance.

KPN shares opened 5.9 percent higher at 7.90 euros, but shed some of the gains trading up 4.8 percent at 7.82 euros by 0850 GMT. Telefonica shares were up 0.3 percent at 13.66 euros.

NO SYNERGIES

Analysts pointed at a lack of cost saving potential in the merger, because the two companies are active in very different parts of Europe, but said KPN shares could move to 8 euros

"It would be more interesting if one of the established players in its home markets would be interested. These players such as France Telecom <FTE.PA>, Deutsche Telekom <DTEGn.DE> or O2 <OOM.L> would be better able to reach synergy effects and would normally be better able to pay a premium takeover price," said analyst Thijs Berkelder at broker Petercam.

Frank Claassen at Rabo Securities said it would be a very bold move by Telefonica and a first step that may trigger a pan-European consolidation wave between incumbents.

"But it does not really link with the management statements that it would continue its acquisition strategy in a selective and prudent manner," Claassen said.

The two firms held merger talks in 2000. The negotiations collapsed after KPN said it felt the Telefonica board was not committed to the proposed link-up.

Nine of the 20 Telefonica board members voted against the merger, agreeing with concerns voiced by the Spanish government over the Dutch state's stake in KPN.

(Adds KPN denial, Dutch finance ministry, analyst comment, updates shares)

By Robert Hetz and Wendel Broere

MADRID/AMSTERDAM, Oct 3 (Reuters) - Spanish telecoms operator Telefonica <TEF.MC> has approached Dutch rival KPN <KPN.AS> over a 20 billion euro ($24.1 billion) takeover, The Wall Street Journal reported on Monday, sending KPN shares higher.

By Kirstin Ridley, European Telecoms Correspondent

LONDON, Oct 3 (Reuters) - Spanish telecoms giant Telefonica <TEF.MC> would do better to consider a bid for smaller rivals in Greece or Portugal than a 20 billion euro ($24 billion) takeover of Dutch carrier KPN <KPN.AS>, analysts said on Monday.

Under no-nonsense chief Ad Scheepbouwer, once-ambitious KPN has slashed costs and transformed itself since a previous takeover attempt by Telefonica was aborted in 2000 and a merger with Belgium's Belgacom <BCOM.BR> failed in 2001.

But despite denials from Telefonica and KPN that there had been either negotiations or an approach, reports in The New York Times and Wall Street Journal that executives had met about beginning talks and assembling advisers sent KPN's stock to a high of 7.94 euros -- their highest level since June 2001.

However, the Netherlands remains one of Europe's most competitive markets and some analysts said any deal with KPN offered less strategic rationale and fewer growth opportunities for Telefonica than a purchase of the likes of Greek OTE <OTEr.AT> or possibly Portugal Telecom <PTC.LS>.

For despite mobile phone operations in the key German market as well as Belgium, the company remains predominantly a domestic fixed-line carrier in a heavily-regulated and price-competitive market. This explains why KPN is relatively cheap.

"KPN is cheap and it's cheap for a reason," said Mark James, telecoms analyst at Nomura. "Show me where the growth is going to come from."

SEARCH FOR GROWTH

Shares in KPN, which has repeatedly considered securing growth in Germany with its own bid for UK-based mobile phone company O2 <OOM.L>, trade at about 5.7 times 2005 estimates for enterprise value (market capitalisation plus debt) to core earnings (EBITDA), compared to a sector average of 6.1 times.

"OTE offers cost-cutting and growth opportunities and Telefonica overlaps in Brazil with Portugal Telecom," noted one telecoms specialist salesman. "Why would they look at something like KPN?"

One analyst, who declined to be named, said executives at Telefonica -- the largest telecoms operator in the Spanish-speaking world -- had said they were focused on the upcoming state sale of a 35 percent stake in Tunisie Telecom, opportunities in Colombia and on developments at OTE in Greece.

But financially-powerful Telefonica, fresh from snapping up a 51 percent stake in Czech carrier Cesky Telecom <SPTTsp.PR> for $3.33 billion and raising its stake in China's second-ranked fixed-line carrier China Netcom <CN.N>, has also been criticised for not keeping investors abreast of its acquisition plans.

KPN JOINS O2, TDC, OTE

Analysts have estimated that Europe's increasingly cash rich "Top Telecoms 5" -- Deutsche Telekom <DTEGn.DE>, France Telecom <FTE.PA>, Telecom Italia <TLIT.MI>, Telefonica and Vodafone Group Plc <VOD.L> -- could spend close to 100 billion euros over the next two years without harming debt profiles.

But while a fresh wave of acquisitions has swept the sector over the last 18 months, most have focused on raising minority stakes, in-country mobile takeovers or overseas Internet deals.

And despite attempts by KPN to merge with Belgacom, Deutsche Telekom to buy Telecom Italia and Swisscom <SCMN.VX> to clinch Telekom Austria <TELA.VI>, there has still only been one cross-border merger between incumbent operators: that of Sweden's Telia with Finland's Sonera.

However, speculation about KPN has refocused market attention on some of the sector's hottest bid targets: O2, Denmark's TDC <TDC.CO>, Ireland's eircom <EIR.I> and OTE.

SEE ALSO: Telefonica seeks talks on $24 bln KPN takeover [ID:nL03160833]

(Editing by Joe Ortiz

Reuters Messaging:

rm://kirstin.ridley.reuters.com@reuters.net

Email:kirstin.ridley@reuters.com

Telephone: +44 207 542 7987)) ($1=.8303 Euro)

By Robert Hetz and Wendel Broere

MADRID/AMSTERDAM (Reuters) - Spanish telecoms operator Telefonica (TEF.MC: Quote, Profile, Research) has approached Dutch rival KPN (KPN.AS: Quote, Profile, Research) over a 20 billion euro ($24.1 billion) takeover, The Wall Street Journal reported on Monday, sending KPN shares higher.

Telefonica, with a market capitalization of 67 billion euros, denied any negotiations had taken place and the former Dutch telecoms monopoly said it had not been approached.

"The company never comments on merger rumors. However, we want to deny that there have been negotiations with KPN," a Telefonica spokesman told Reuters.

The report said actual negotiations had not yet started, adding that Telefonica executives have contacted their counterparts at KPN (KPN.N: Quote, Profile, Research) to try to begin talks, according to people familiar with the talks.

"We've made our internal checks, and as far as we know we have not been approached by Telefonica," a spokesman for the former Netherlands' phone monopoly told Reuters on Monday.

A 20 billion euro offer price represents a 15 percent premium on KPN's market value of 17.4 billion euros based on Friday's closing share price of 7.46 euros.

The companies are assembling teams of advisers as a first stage in preparing for talks, the report said. The process is at an early stage and it is unclear how KPN responded to Telefonica's advance.

KPN shares opened 5.9 percent higher at 7.90 euros, but shed some of the gains trading up 4.8 percent at 7.82 euros by 0850 GMT. Telefonica shares were up 0.3 percent at 13.66 euros.

NO SYNERGIES

Analysts pointed at a lack of cost saving potential in the merger, because the two companies are active in very different parts of Europe, but said KPN shares could move to 8 euros

"It would be more interesting if one of the established players in its home markets would be interested. These players such as France Telecom (FTE.PA: Quote, Profile, Research), Deutsche Telekom (DTEGn.DE: Quote, Profile, Research) or O2 (OOM.L: Quote, Profile, Research) would be better able to reach synergy effects and would normally be better able to pay a premium takeover price," said analyst Thijs Berkelder at broker Petercam.

Frank Claassen at Rabo Securities said it would be a very bold move by Telefonica and a first step that may trigger a pan-European consolidation wave between incumbents.

"But it does not really link with the management statements that it would continue its acquisition strategy in a selective and prudent manner," Claassen said.

The two firms held merger talks in 2000. The negotiations collapsed after KPN said it felt the Telefonica board was not committed to the proposed link-up.

Nine of the 20 Telefonica board members voted against the merger, agreeing with concerns voiced by the Spanish government over the Dutch state's stake in KPN.

The Dutch government said it would gradually reduce its stake over 18 months to make the merger possible, while Spain, which could have blocked any takeover through its golden share, called for an immediate sale.

KPN's chief executive said in an interview in August that the company would not be a takeover target for the time being in part due to costly national regulation.

"A motive is needed for a wave of consolidation and there isn't one in the telecoms sector at the moment. Every telecoms company can now support itself," Ad Scheepbouwer told Dutch daily NRC Handelsblad.

In August, KPN and Deutsche Telekom ended talks to buy British mobile phone group O2 and said they had no immediate bid plans.

Earlier this month, Telefonica, the world's third-largest telecoms company, declined to comment on speculation it may bid for O2. Telefonica and KPN signed a deal in June to link their international data networks.

The Dutch state still owns 14.2 percent of KPN, and a spokesman for the Dutch Finance Ministry said it would look seriously at any offer. It has no objection to sell the shares, he added.