* Husky's offer at 37 pct premium to Friday close
* MEG board to consider and evaluate offer when received
* MEG forms board committee, hires advisers
* A combined co to have total output of more than 410,000 boepd (Adds MEG Energy statement, bullets)
Sept 30 (Reuters) - Canadian oil and gas producer Husky Energy Inc said on Sunday it has made an unsolicited bid to acquire rival MEG Energy Corp in a deal valued at C$6.4 billion ($5 billion) including debt.
The combined company would have total production of more than 410,000 barrels of oil equivalent per day (boepd) and refining and upgrading capacity of about 400,000 barrels per day (bpd), Husky said in a statement.
The offer comes as many Canadian oil producers have struggled with transportation bottlenecks as output has surged, pushing Canadian heavy crude to near-historic discounts to U.S. light crude.
Husky Chief Executive Rob Peabody told Reuters that the combination of MEG's top-quality assets and staff with its own production and downstream network would allow MEG to circumvent some of the effects from the Canadian crude discount, and provide benefits for both sets of shareholders.
The Husky offer comes less than two months into the tenure of Derek Evans, an industry veteran who took over as chief executive of MEG in August.
MEG Energy's board will consider and evaluate the Husky's unsolicited offer and the related takeover bid circular, if and when received, MEG said in a statement.
MEG said it has formed a special committee of independent directors and has retained financial and legal advisers.
"No formal offer has been made," MEG said.
"MEG shareholders are advised to take no action with respect to any Husky offer until the Board of Directors has had an opportunity to fully review the offer, when received, and to make a recommendation as to its merits."
Under the terms of the proposal, MEG shareholders will have the option to choose to receive consideration of C$11 in cash or 0.485 of a Husky share for every share held.
That offer is subject to a maximum aggregate cash consideration of C$1 billion and a maximum aggregate number of Husky shares issued of about 107 million.
"The MEG Board of Directors has refused to engage in a discussion on the merits of a transaction, giving us no option but to bring this offer directly to MEG shareholders," Peabody said in the statement.
Husky's offer delivers a 44 percent premium to the 10-day volume-weighted average MEG share price of C$7.62 as of Friday, and a 37 percent premium to MEG's Friday close of C$8.03.
Goldman Sachs Canada Inc is acting as financial adviser and Osler, Hoskin & Harcourt LLP is acting as lead legal adviser to Husky.
The proposal, which has been unanimously approved by Husky's board of directors, is expected to result in C$200 million per year in near-term, realizable synergies. ($1 = 1.2862 Canadian dollars) (Reporting by Devika Krishna Kumar and David French in New York, and Rishika Chatterjee in Bengaluru; Editing by Lisa Shumaker)