UPDATE 2-MONETA says tie-up with PPF's Air would benefit Czech bank

(Adds more comment, details on shareholder approval, due diligence)

PRAGUE, Jan 29 (Reuters) - MONETA Money Bank’s management board said on Friday a share offer from PPF was in line with the Czech bank’s interests and a tie-up with PPF’s Air Bank could bring tangible benefits.

PPF, owned by Czech billionaire Petr Kellner, plans a two-pronged deal to gain majority control of MONETA, similar to a failed attempt two years ago that had fizzled over asset valuations.

The country’s richest businessman plans to launch a share offer on Feb. 8 for up to 20% of MONETA shares, with a right to raise that to 29%, at a price of 80 crowns, a 19% premium to when MONETA first released details of the tender.

PPF then wants to sell its smaller Czech lender Air Bank and Czech and Slovak Home Credit units to MONETA in an exchange for MONETA shares from a capital increase. This would be subject to shareholder approval, requiring a high threshold of votes.

Some shareholders have balked at the offer, such as Petrus Advisers who called it “another disturbing attempt” to combine MONETA and PPF assets.

PPF could gain up to 57% of MONETA, the country’s sixth-largest bank in a market dominated by foreign-owned lenders, if the deal was successful.

A PPF spokesman said the group would explain its offer, including the pricing of the assets.

MONETA’s management board said on Friday it would be up to shareholders to decide on the share offer and that it required due diligence of Air Bank and the other assets.

But it said a tie-up had “potential to materially impact MONETA’s business model by bringing tangible benefits” and delivering on strategy, including boosting its mortgage and consumer lending.

Analysts have said the proposed deal values Air Bank at 22.6 billion crowns, higher than PPF’s previous attempt.

MONETA is 100% owned in a free float and Goldman Sachs has increased its stake to 10.45% to become the bank’s biggest shareholder, according to filings. MONETA said at least two other large institutional shareholders have also increased their positions above the 1% level. (Reporting by Jason Hovet and Robert Muller; Editing by Alexander Smith and Alex Richardson)