* F&P: independent adviser values shares at NZ$1.28-NZ$1.57
* Haier's offer at NZ$1.20 a share
* Haier says share price likely to fall if bid fails
(Updates with comments from Haier, share price)
WELLINGTON, Oct 4 (Reuters) - The board of New Zealand cooking and laundry appliance maker Fisher and Paykel Appliances Ltd said shareholders should reject a takeover offer by cornerstone shareholder Haier Group because it undervalued the company.
Haier's offer of NZ$1.20 a share, which values F&P Appliances at around NZ$869 million ($712 million), did not reflect the value of the company under a restructuring plan, based on a independent report, the directors said on Thursday.
"We note that the independent adviser's opinion is that the full underlying value of FPA shares is in a range of NZ$1.28 to NZ$1.57 per share," they said in a statement.
"We therefore recommend that shareholders do not accept Haier's takeover offer."
Haier Group, the parent of Qingdao Haier Co Ltd and Haier Electronics Group Co Ltd , said shareholders had to decide between cash in the hand now or the uncertainty and risks of the future.
"Haier believes the independent adviser's valuation range is overly optimistic and does not adequately take into account the risks contained in the five-year strategic plan," Haier White Goods Group President Liang Haishan said in a statement.
He said there was likely to be a sharp fall in F&P Appliances' share price if Haier's bid failed, although the statement did not explicitly rule out raising the offer price.
Shares in F&P Appliances, in which Haier has a 20 percent stake, last traded up 1.7 percent at NZ$1.225.
The appliance company's second biggest shareholder, Australian fund manager Allan Gray, which owns 17.5 percent, has already agreed to accept to Haier's offer.
Local fund manager Tower Asset Management has said it will not sell its 3.68 percent stake for less than NZ$1.50 a share.
F&P Appliances' chairman Keith Turner told Reuters last month that other companies had shown interest in the firm's divisions.
In addition to producing refrigerators, washing machines and double-door dishwashers, F&P also manufactures automated production equipment, and has a consumer finance arm.
(Reporting by Gyles Beckford; Editing by John Mair)
Keywords: FPAPPLIANCES TAKEOVER/