EON SE 
FRANKFURT/DUESSELDORF (Reuters) - Germany's RWE (>> RWE) is likely to buy Uniper (>> Uniper SE) assets that Fortum (>> Fortum Oyj) sells after the Finnish firm's planned 8.05 billion euro (7.18 billion pounds)takeover rather than launch a counterbid, investors and M&A sources said.
State-controlled Fortum, under pressure from investors to do a big deal, bid for Uniper last month to try to snap up a 46.65 percent stake E.ON (>> E.ON) wants to divest.
Fortum is mainly interested in Uniper's assets in Sweden and Russia and less in its more polluting gas and coal fired power plants, which would be a better fit for RWE, the sources said.
"It is much cheaper for RWE to wait it out than embarking on a bidding war with Fortum," a person familiar with the deal said, adding that RWE would essentially be "cherry-picking".
RWE declined to comment on its plans on Friday.
Fortum, keen to expand its carbon-free energy business, said it had no plans for a restructuring and wants to be a long-term investor in Uniper.
However, Finnish business daily Kauppalehti on Friday quoted Fortum's head of generation Tiina Tuomela as saying that the company expects the power industry to stop using coal in the long term, without commenting on the company's short-term plans.
Investors doubt Fortum will hold on to all of Uniper's assets should its bid succeed.
"There is a chance that Uniper will be broken up," said Thomas Deser, fund manager at Union Investment, a Uniper shareholder, adding RWE could be interested in Uniper's 1.05 gigawatt Datteln 4 coal-fired plant.
Smaller deals would also be more in line with RWE's strategy of selective M&A.
RWE could easily sell stakes in its network and renewable unit Innogy (>> Innogy SE), in which it still holds 76.8 percent, to pay for parts of Uniper, the sources said.
Fortum has bid 22 euros per share for Uniper, which is trading at around 24 euros and any counterbid would have to be above 26 euros to compensate for a break-up fee, Andreas Schneller, fund manager at Swiss asset manager EIC, said.
"Chances for a counterbid are currently zero," he added.
Uniper, which is opposed to the deal, hopes that the Finnish government could shy away given expected ratings downgrades for Fortum, one of the people said. But Finland's Economy Minister earlier this week said it supported the deal.
(Additional reporting by Arno Schuetze in Frankfurt and Jussi Rosendahl and Tuomas Forsell in Helsinki; editing by Alexander Smith and Adrian Croft)
By Christoph Steitz and Tom Käckenhoff
