updated 9/18/2006 1:50:02 PM ET 2006-09-18T17:50:02

Scania AB rejected a $12.2 billion (9.6 billion euro) takeover offer from Germany’s MAN AG on Monday, while one of the Swedish truckmaker’s primary shareholders said the offer did not reflect the company’s true value.

After carefully considering MAN’s cash-and-stock offer, the board “unanimously decided not to support the proposals outlined,” Scania said in a statement.

Investment group Investor AB, which has an 11 percent share of Scania and controls around 29 percent of the votes, said that MAN’s offer did “not reflect the fair value and potential of Scania.”

Seemingly undeterred, MAN Chief Executive Hakan Samuelsson said he was confident that Scania’s other shareholders would support its bid.

“We expect very broad support for our concept in the end,” Samuelsson told analysts during a conference call. “We’re confident that this will happen.”

One of those shareholders is automaker Volkswagen AG, which holds an 18.7 percent stake in Scania but 34 percent of the voting rights in the company. The Wolfsburg, Germany-based car maker declined to comment Monday and said it would issue a statement Tuesday.

It was unclear whether MAN would make a counteroffer to Scania by raising its offering price or seek to convince shareholders to go against the recommendation of Scania’s board.

Scania shares rose on the news in Stockholm trading, buoyed by an election victory of a center-right alliance in parliament elections Sunday and reflecting market speculation of a higher MAN bid forthcoming. Shares of MAN dropped in Frankfurt.

Scania is Europe’s fourth-largest truckmaker, and a tie-up with No. 3 MAN would create a challenger to Volvo AB and DaimlerChrysler AG in the commercial vehicles market. The company also makes industrial and marine engines.

Samuelsson said his company had received “positive feedback from Scania shareholders” but did not elaborate.

Asked why Scania and Investor rejected MAN’s offer, Samuelsson demurred.

“You have to ask them for more detailed comments,” he said.

MAN said it has acquired 2.85 percent of the capital and 5.18 percent of the voting shares in Scania from Renault SA.

Munich-based MAN offered 0.151 new shares and 38.35 euros ($48.70) cash per Scania share, valuing the company at 48 euros ($60.96) per share. The offer represented a premium of 39 percent and 36 percent for each Scania class A and B share respectively, based on the three-month weighted average price up to Sept. 11.

MAN said it would pay for the cash part of the deal from cash reserves and a credit facility.

Scania employs 30,000 people and has operations in around 100 countries.

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