UPDATE 1-Parmalat denies delisting rumours amid criticism

* French cheesemaker Lactalis took control of Parmalat in 2011

* Minority shareholders, minister criticised Lactalis America buy

* Italy prosecutors probing Lactalis America deal-source * Shares closed up 4 percent on delisiting talk

(Adds details, analyst comment)

MILAN, Oct 5 (Reuters) - Italian food group Parmalat , controlled by French cheesemaker Lactalis, on Friday denied a newspaper report about a possible delisting of its shares.

The market talk came amid criticism by investors and an Italian minister that Lactalis depleted Parmalat of its cash via the related-party acquisition of Lactalis American Group.

Financial daily Il Sole 24 Ore reported on Friday that the Besnier family, which controls Lactalis and Parmalat, was mulling a delisting of Parmalat from the Milan stock exchange to have free hands in running the group.

"On the basis of current knowledge, the news and rumours related to a possible delisting of the company's shares are completely unfounded," Parmalat said in a statement filed with the stock exchange.

Parmalat shares closed up 4.17 percent on Friday at 1.75 euros, outperforming a slightly positive food and beverage sector .

Analysts say the Besnier family would have to pay over 600 million euros ($784 million) to buy almost 17 percent of floating capital.

"The family can take any decision. They may want to be free from continuous scrutiny over their strategy, but it's difficult to say," a Milan-based consumer analyst said.

The takeover of Parmalat last year, which closely followed that of jeweller Bulgari by French luxury giant LVMH , triggered a protectionist defence in Italy that however failed to build a domestic counter-bid for the cash-rich food giant.

The 4.3 billion euro acquisition is still debated today after Parmalat bought Lactalis America in May.

Minority shareholders have questioned the use of part of a 1.5-billion-euro cash pile to finance the $900-plus million U.S. buy.

Parmalat has repeatedly said the deal, which was unanimously approved by the group's board and its internal control and governance committee, was only motivated by industrial synergies, market expansion and EBITDA growth prospects.

Prosecutors in the northern Italian city of Parma, where Parmalat is based, have opened a probe into the U.S. deal, a judicial source said on Friday confirming earlier media reports.

The probe is at a preliminary stage and does not target a specific crime or person, the source said.

Parmalat was not available for immediate comment.

It follows a complaint filed by market regulator Consob which asked whether the cash acquisition was damaging the group.

Italy Industry Minister Corrado Passera, a member of moderate Mario Monti's government, reignited the debate this week when he said that Lactalis had "taken everything away" when it snapped up Parmalat.

Parmalat dismissed Passera's criticism saying it had agreed with unions an investment plan in Italy despite the country being in recession.

Parmalat plans to invest 180 million euros to grow 4 percent in Italian sales over next three years. ($1 = 0.7657 euros)

(Reporting by Antonella Ciancio; additional reporting by Elisa Anzolin; Editing by Leslie Gevirtz)

((Antonella.Ciancio@thomsonreuters.com)(+39 0266129722)(Reuters Messaging: antonella.ciancio.thomsonreuters.com@reuters.net))