(Updates with details of winning offer)
SAO PAULO, March 16 (Reuters) - Brazil's Suzano Papel e Celulose SA won a battle to tie up with larger rival Fibria Celulose SA, creating the world's biggest wood pulp producer despite aggressive offers from Netherlands-based Paper Excellence BV.
Fibria said in a Friday securities filing that controlling shareholders Votorantim Participações SA and BNDESPar, the investment arm of Brazil's state development bank BNDES, had agreed to an offer of cash and shares from Suzano worth 35 billion reais ($10.7 billion) at Thursday's closing price.
That proposal was significantly lower than a sweetened last-minute offer of nearly 40 billion reais in cash from Paper Excellence, according to a person with knowledge of the bid.
The outcome underscored the continued influence of BNDES, a shareholder in both Fibria and Suzano, which has been used by Brazil's government in the past to engineer "national champions" a policy publicly disavowed by the bank in recent years.
The deal is still subject to antitrust approval in Brazil, the United States, the European Union and China, Fibria said. An escape clause in the deal would allow Suzano to call it off if regulators force the sale of more than 1.1 million tonnes of capacity.
BNDESPar will receive 8.5 billion reais ($2.6 billion) in cash and stock in the new firm, it said in a separate statement.
The development bank had pressed Paper Excellence for bank documents proving that its bid had firm financing.
Paper Excellence, controlled by the Wijaya family, which also owns Asia Pulp & Paper Company Ltd, offered to pay a $1.2 billion break-up fee if the deal failed to get funding, the source said, but it was not enough to sway the state bank.
($1 = 3.28 reais) (Additional reporting by Rodrigo Viga Gaier in Rio de Janeiro Editing by Brad Haynes, Daniel Flynn and Nick Zieminski)