* Petronas to pay C$20.45 for each share of Progress
* Offer represents 77 pct premium to Wednesday's closing price
* Companies confirm plan to build Pacific Coast LNG terminal
* Progress shares jump 74 pct
By Jeffrey Jones and Euan Rocha
CALGARY/TORONTO, June 28 (Reuters) - Malaysia's state oil company launched a C$4.8 billion ($4.7 billion) takeover of its Canadian joint-venture partner, Progress Energy Resources Corp , on Thursday to gain control of vast shale gas reserves and advance plans to ship the fuel to lucrative Asian markets.
Petronas's friendly bid for Progress, at C$20.45 a share, represents a hefty 77 percent premium on the stock's Wednesday closing price. It spurred investors to drive up the shares of other Canadian producers with shale gas assets at a time when they had been languishing due to depressed gas prices.
It is the first instance of an Asian investor launching a buyout of its Canadian partner in a gas project, and will be scrutinized by competition authorities.
"It is a rich deal when you just look at the premium paid, but I think Progress was generally undervalued in the market to begin with," said Brook Papau, analyst at ITG Investment Research in Calgary.
Including debt, the deal is valued at about C$5.5 billion.
Papau wrote in a report last month that Progress's untapped potential, with thousands of drilling locations over the next 15 years, made it ripe for takeover.
Shares of Progress, known for its reserves in British Columbia's Montney tight gas region as well as Alberta's Deep Basin, surged C$8.52, or 74 percent, to C$20.07 on the Toronto Stock Exchange.
In their year-old joint venture, Petronas agreed to fund 75 percent of the drilling in the companies' North Montney holdings and to study building a liquefied natural gas plant on Canada's West Coast. Petronas said Thursday it had chosen Prince Rupert, British Columbia, as the site for the plant as opposed to Kitimat to the south.
The plant is being designed to process up to 1.2 billion cubic feet of gas a day, with a proposed startup of 2018. The companies are in talks with pipeline companies to build a link to Prince Rupert from the Northeast British Columbia gas fields.
Petronas/Progress joins three other groups that have proposed LNG export plants to send the vast supplies available in the Montney and Horn River regions to Asian markets, where natural gas gets much higher prices than in North America.
North American prices have remained stubbornly weak due to rapid development of shale supplies throughout Canada and the United States and brimming inventories. The partners started their first production from the North Montney in May.
Progress Chief Executive Michael Culbert said Petronas, with extensive LNG operations in Malaysia, Australia and Egypt, has the financial muscle to move the developments forward as North American gas markets stay weak.
Other Asian players such as PetroChina , Korea Gas and Mitsubishi have poured billions of dollars into shale gas plays after finding willing partners in desperate need of capital to fund growth.
Datuk Anuar Ahmad, head of gas and power business for Petronas, said he would not be looking for acquisitions beyond Progress, whose proved plus probable reserves total 1.9 trillion cubic feet.
"For gas, I think we have enough at the moment," he told Reuters.
In April, Progress denied it was in talks with Petronas, after news emerged that Petronas was considering a proposal to buy the Canadian natural-gas producer.
Shares in other Canadian gas producers rose as some investors recalculated the value of reserves. Encana Corp , which had been hit by investor concerns over a decision to boost spending as well as recent allegations of bid-rigging for lands in Michigan, jumped 6 percent to C$21.01 in Toronto. ARC Resources surged 8 percent to C$22.09.
Stifel Nicolaus analyst Kurt Molnar commended the deal but cautioned against thinking bids for other gas producers were likely to emerge.
"We would counsel some conservatism by investors who will try to find similar situations in the market: the Progress scenario was rather unique," said Molnar in a note to clients. "We fully expect this transaction to close and do not expect a competing offer."
The Progress bid coincided with the scrapping of another British Columbia gas-processing plan. Talisman Energy which had been studying what would have been a multibillion-dollar gas-to-liquids plant with South Africa's Sasol Ltd for its vast reserves in the Montney region, said on Thursday it would not pursue it.
Talisman said it instead had decided to concentrate on assets with potential for oil and liquids-rich natural gas.
The Petronas deal will need to win the approval of Progress Energy's shareholders, competition authorities and the Canadian government, which has the authority to review whether such deals are of "net benefit" to the country.
In 2010, the government vetoed a $39 billion bid by Anglo-Australian mining giant BHP Billiton for Potash Corp, the world's top fertilizer producer, saying it was not of net benefit to Canada.
Mindful of this hurdle, Petronas attempted to highlight the "substantial economic benefits" it said the acquisition would bring to Canadian provinces and local communities.
"Petronas's access to capital will help to bring Canada's abundant and clean-burning natural gas resources to global markets, leveraging our well-established and extensive network of customers worldwide," Ahmad said.
Petronas said it plans to combine its Canadian business with that of Progress and retain all of the target company's staff.
Petronas said Progress's Canadian upstream operations will remain based in Calgary, with a commercial office in Vancouver for LNG operations.
Progress said its board has unanimously determined that the deal is in the best interests of Progress and its shareholders.
Each of the senior officers and directors of Progress, and the Canada Pension Plan Investment Board, representing in aggregate about 25 percent of the outstanding common shares, have entered into support agreements with Petronas.