* Ahold sells ICA stake because does not have full control
* Proceeds may be used for dividend, acquisitions - analysts
* Ahold expects deal to close by middle of this year
* ICA to become second largest listed retailer in Nordics
* Ahold shares hit 10-year high (Adds analyst comment, share reaction)
By Robert-Jan Bartunek and Mia Shanley
BRUSSELS/STOCKHOLM, Feb 11 Dutch retailer Ahold is selling its stake in a Nordic joint venture to its partner for $3.1 billion, exiting a business it did not fully control and giving it firepower for deals in better performing markets.
Ahold shares rose as much as 6 percent to a 10-year high on Monday, as investors welcomed the higher-than-expected price and suggested the proceeds could be returned to investors and used to speed up expansion in markets like Belgium.
"The deal is at a better price than expected and quicker than expected. That's good news and you see that in today's share price," said Richard Withagen, analyst at SNS Securities.
Ahold, which runs Dutch market leader Albert Heijn but makes about 60 percent of sales in the United States, said it was selling its 60-percent stake in Nordic grocer ICA to Hakon Invest for 20 billion Swedish crowns ($3.1 billion).
Hakon Invest is majority-owned by an association of ICA store owners. Its shares climbed 18.5 percent in early trading.
Though Ahold owned a majority of ICA's shares, it only held 50 percent of the voting rights and had to share control with Hakon, a situation the Dutch group said was not ideal.
Hakon said the two groups had agreed on a dividend from ICA for 2012 of 2 billion crowns, of which Ahold would receive 1.2 billion crowns, taking the total value of the deal for the Dutch company to 21.2 billion crowns.
At 1230 GMT, Ahold shares were up 4 percent at 11.02 euros, after trading as high as 11.235 euros.
Analysts expect Ahold to keep some of the proceeds on its balance sheet, while using the remainder for acquisitions and a pay-out to shareholders.
"They're expanding in Belgium. Maybe they'll speed up things there, but I hope they'll take it easy," said Tom Muller, analyst at private bank Theodoor Gilissen.
Ahold entered the Belgian market in 2011 and plans to open 50 stores in the country by 2016.
Ahold's Chief Financial Officer Jeff Carr told a conference call he would not speculate on how the proceeds would be used until the deal closed, which is expected by the middle of this year.
Ahold had said in September it was exploring options for its stake in ICA, including a possible flotation on Sweden's stock exchange.
Hakon Invest, which will now change its name to ICA Gruppen, said it would finance the deal with existing cash and secured bridge financing from Handelsbanken and Nordea.
The deal will make ICA Gruppen, which operates in Sweden, Norway and the Baltic states, the second biggest listed retailer in the Nordics with 100 billion Swedish crowns of sales after clothing chain H&M, with 121 billion.
The sale will have no impact on Ahold's and ICA's shared purchasing activities, such as in own-brand goods, Ahold added.
ICA Group will continue to focus on its present markets, with a special emphasis on turning its business around in Norway where it suffered an operating loss in 2012, Chief Financial Officer Goran Blomberg told Reuters.
Hakon said that once the acquisition was completed its biggest shareholder, the ICA Retailers Association which currently owns a 67-percent stake, would sell a 10 percent holding to Swedish investment firm Industrivarden.
Industrivarden said in a separate statement its investment was estimated to be about 2.4 billion Swedish crowns.
($1=6.4326 Swedish crowns) (Reporting by Robert-Jan Bartunek in Brussels and Veronica Ek and Mia Shanley in Stockholm; Editing by Philip Blenkinsop and Mark Potter)
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