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UPDATE 2-Kuehne & Nagel leaves Panalpina bid to DSV

Michael Shields

* Kuehne & Nagel majority shareholder says Panalpina too dear

* Says DSV can't be stopped from buying "overvalued" asset

* DSV shares jump, Panalpina stock slips (Adds valuations)

ZURICH, Jan 24 (Reuters) - Kuehne und Nagel International AG is not seeking a mega-merger with Panalpina, the target of a $4 billion-plus approach from Denmark's DSV , majority shareholder Klaus-Michael Kuehne told the Handelszeitung paper.

"If the Danes absolutely want to buy a hopelessly overvalued Panalpina, then you can't prevent it," he said in an interview published on Thursday, dashing speculation his logistics company could make a counterbid for its smaller Swiss peer.

"Maybe a year ago it might have been a financially attractive target but at the moment its operative potential and the valuation do not match."

Shares in DSV, whose tentative cash-and-stock bid for Swiss shipper Panalpina would be its largest takeover, rose nearly 4 percent in early trading. Panalpina shares fell 1.6 percent to 180 Swiss francs, while Kuehne und Nagel was off 0.2 percent.

Panalpina stock had risen more than a third since DSV's tentative bid last week, which at that point was worth 170 francs per share, or 4 billion francs ($4 billion).

The informal offer of 1.58 DSV shares plus 55 Swiss francs in cash is now worth around 4.6 billion francs given a rise in DSV's stock price since it announced its intentions.

Should the deal go through, only DHL Logistics, Kuehne & Nagel and DB Schenker would be bigger.

DSV's tentative bid came as Panalpina faced pressure from activist shareholder Cevian Capital, with a 12.3 percent stake, for a deal amid differences over strategy.

Some analysts suggested DSV may have to up the ante to get Panalpina's biggest shareholder - the Ernst Goehner Foundation, with a 46 percent stake - to cooperate. The foundation has declined comment, while Cevian has said it likes the DSV tie-up.

Kuehne's comments take the heat off DSV Chief Executive Jens Bjorn Andersen, who has been coy about whether he might sweeten his offer for Panalpina to seal the deal.

He told reporters on Wednesday he would seek additional billion-dollar deals regardless of the Panalpina offer's fate and that he was not under pressure to clinch a takeover after a failed attempt to buy Switzerland's CEVA Logistics last year.

($1 = 0.9951 Swiss francs) (Reporting by Michael Shields; Editing by Silke Koltrowitz and Mark Potter)