UPDATE 2-Meridiam could buy all Suez activities in France under new Veolia offer

* Suez offered chance to keep French activities together

* Meridiam has confirmed interest in French business

* Suez says Veolia’s latest proposal lacks seriousness (Adds Suez reaction)

PARIS, March 11 (Reuters) - Suez will be able to keep its brand and operations in France intact in an eventual sale to investment firm Meridiam, waste and water group Veolia said on Thursday, in its latest takeover offer to its arch rival.

However, Veolia Chairman and Chief Executive Antoine Frerot told a conference call his company would not change its 18 euros per share bid for Suez - a pre-condition Suez had set for resuming tie-up talks - reiterating it was a “fair” price.

The new proposal, under which Veolia would end up with only the international assets of Suez, also hinges on Suez dropping plans to sell two assets in Australia and Britain, he said.

Suez said its board would look at the proposal, but added it lacked “seriousness”, was “unacceptable” in terms of price offered, granted “window-dressing” job protection to Suez staff in France, and that terms of the Meridiam deal were “opaque”.

The stand-off between the two French companies - heirs to 19th century water businesses that have become global firms - has descended into a series of tit-for-tat manoeuvres as Suez tries to fend off Veolia.

The Veolia proposal would make it possible to keep Suez water and waste activities in France under a single entity and pave the way for a “prompt” solution to the dispute between the two groups, Frerot said.

Meridiam has confirmed its interest in taking over the French business, which would continue to use the Suez brand.

Under the new proposal, the scope of Suez’s waste and water business in France would remain unchanged, generating about 5 billion euros in revenue and employing more than 25,000 people.

“This new coherent and balanced approach is therefore likely to respond to the main concerns of the stakeholders of preserving jobs and competition in France, and of giving Suez the necessary capacities to develop in the long term and in a reinforced manner,” Veolia said in a statement.

Suez, however, said a France-only business was not sustainable as it lacked the growth and innovation of the international business.

Anticipating possible antitrust hurdles in France, Veolia had initially said it would sell only Suez’s French water activities to Meridiam if the acquisition goes through to preserve competition and employment. (Reporting by Dominique Vidalon; Editing by Emelia Sithole-Matarise and Mark Potter)