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UPDATE 2-Parmalat denies delisting rumors in face of criticism

* France's Lactalis took control of Parmalat in 2011

* Minority investors, minister criticised U.S. buy

* Italy prosecutors probing Lactalis America deal-source

* Shares closed up 4 percent on delisting talk

(Adds Parlamat statement on probe)

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 speculation came as investors and an Italian minister criticised Lactalis for depleting Parmalat of its cash by acquiring sister unit Lactalis American Group, a U.S. cheese manufacturer.

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 rein in running the group.

"On the basis of current knowledge, the news and rumors 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," said a Milan-based consumer analyst who was not authorized to talk to the media and asked not to be named.

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

The 4.3 billion euro acquisition of Parmalat remains a sore point with investors and the Italian government, and criticism mounted after Parmalat bought Lactalis America, based in Buffalo, New York, 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.

PROBE

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.

In a statement, Parmalat reaffirmed that the purchase of Lactalis American Group was made in the interest of the company, transparently and at fair terms.

The probe 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 and Danilo Masoni; Editing by Leslie Gevirtz and Richard Chang)

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

Keywords: PARMALAT DELISTING/