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UPDATE 3-Mediaset to put group under Dutch roof in pursuit of Europe plan

Elvira Pollina

* Berlusconi-controlled Mediaset to rehouse group in Amsterdam

* Dutch shell to make reserve takeover of Mediaset & Spain unit

* Mediaset says next step is to build European alliances

* Plan would weaken influence of hostile shareholder Vivendi (Recasts after company announcement)

MILAN, June 7 (Reuters) - Italian broadcaster Mediaset unveiled on Friday a corporate overhaul that would put the group, including its separately listed Spanish unit, under a new Dutch holding company as part of a pan-European growth strategy.

Mediaset, controlled by the family of former Prime Minister Silvio Berlusconi, said a Dutch shell company would carry out a reverse takeover of both Mediaset, and Madrid-listed Mediaset Espana, issuing shares to owners of both.

On completion of the deal, the Dutch company, MediaforEurope (MFE), will return up to 380 million euros in capital in dividends and share buybacks to all shareholders, leaving the Berlusconi family's stake in the reformed group at 36 percent.

The family's voting rights, however, would be just above 50 percent, Chief Executive Pier Silvio Berlusconi told reporters.

Berlusconi, son of the former prime minister, said he had not discussed the plan with hostile shareholder Vivendi , the French media group that owns 28.8% of Mediaset, which has its own rival plan to build a European empire.

"From a strategic, operational and industrial point of view, the restructuring serves the objective of creating a pan-European group in the entertainment and media sector," Mediaset said in a statement announcing the move.

Mediaset wants to become the first free pan-European broadcaster and last month bought a stake in German rival ProSiebenSat.1.

Pier Silvio Berlusconi told reporters that Amsterdam-based MFE would be a platform for building other European alliances.

MFE would pay 100 million euros in dividends and buy back up to 280 million euros in MEF shares. Mediaset and Mediaset Espana shareholders who do not want to stay in MFE can elect to cash out, however Mediaset said this option would be limited.

It said the total cash component of the offer would not exceed 180 million euros.

MFE would be listed in Madrid and Milan, taking over the existing stock quotations, with the merger taking effect in the fourth quarter of this year. Mediaset and Mediaset Espana shareholders will vote on the plan on Sept. 4.

'EUROFLIX'

European efforts to create a rival to Netflix -- a so-called 'Euroflix' -- have so far come to nothing, a result of the many languages and varied tastes of viewers across the region.

Mediaset and ProSieben, as well as European rival RTL Group and Britain's ITV, are struggling with weak advertising revenues as younger viewers shift to streaming offerings from Netflix and Amazon Prime.

ProSiebenSat has repeatedly denied being in merger talks with Mediaset.

"We are making good progress in executing our strategy and are fully focused on developing ProSiebenSat.1 into a digital and future-ready company," Chief Executive Max Conze said ahead of the announcement.

Mediaset, with a market value of around 3 billion euros, spent around 330 million euros to invest in ProSieben.

It says it could raise up to 1 billion euros for acquisitions and recently introduced a loyalty share scheme that rewards long-term investors by doubling their voting rights.

The Milan-based broadcaster tried to broaden its business in 2016 with a pay-TV agreement with Vivendi aimed at building a southern European media powerhouse.

But the deal fell through when Vivendi backtracked, leading to a court battle that soured relations between the two.

Mediaset shares closed up 2.8 percent before the announcement. Shares in Mediaset Espana were suspended from trading pending a statement, after earlier rising 8.7 percent.

Mediobanca advised Mediaset on the deal.

($1 = 0.8878 euros) (Additional reporting by Joern Poltz and Silvia Aloisi; Writing by Mark Bendeich)