(Refiles with share indication in headline)
** Shares in Germany's K+S are indicated to open 31.5 percent higher after the company receives a takeover proposal from larger Canadian fertilizer producer Potash Corp of Saskatchewan Inc.
** Two sources close to the matter however, say K+S will likely reject the 7 billion euro ($7.8 billion) takeover offer as being too low.
** The sources say the offer values K+S at just over 40 euros a share, a 38 percent premium to Thursday's closing price.
** Jeremy Redenius, analyst at Bernstein, estimates the probability of deal completion at 75 percent.
** "K+S is likely worth more when owned by PCS than stand-alone," he writes in a note. As PCS is a much larger company ($27B market cap), they can better absorb several risks that cause K+S to trade at a discount to its long-run fair value." ($1 = 0.8930 euros) (RM://firstname.lastname@example.org)