UPDATE 2-Australia's BWX Ltd says CEO, Bain Capital make $603 mln offer

Susan Mathew

(Adds comment from BWX director, background)

May 21 (Reuters) - Australia's BWX Ltd, a marketer of branded skin and hair care products, said on Monday it received an unsolicited takeover offer from two of its senior executives and Bain Capital, valuing the company at A$803 million ($603 million).

The offer of A$6.60 per share, or alternatively, a 75 percent payment in scrip for the newly incorporated entity and the rest in cash, came from BWX's chief executive and finance director in partnership with Bain Capital Private Equity and its affiliates, the company said in statement.

The offer is a 50 percent premium over BWX's closing price of A$4.41 on Monday.

"The main interest for us is the trading performance of the business...our share price has taken a hit since the half-year results and this is a fairly opportunistic approach," said BWX Independent Director Ian Campbell.

The company was working to understand the structure of the deal and how the business would be managed, he said.

The BWX board recommended that shareholders take no action while an independent committee considered the proposal.

The offer from Chief Executive Officer John Humble, Finance Director Aaron Finlay and Bain Capital is conditional upon a unanimous recommendation from the committee, the statement said.

The company's shares, which hit an all-time high in January at A$8.19, saw a sharp drop to A$4.96 after reporting a 34 percent fall its half-year net profit in February. ($1 = 1.3321 Australian dollars) (Reporting by Susan Mathew and Chandini Monnappa in Bengaluru Editing by Christian Schmollinger and Darren Schuettler)