* Offer will be 66 pence in cash for each Hansen share
* Hansen's two largest shareholders back offer
* Hansen shares up 94 percent, top gainers in London
* Shares in top shareholder Suzlon rise 2.7 pct in India (Adds Hansen shareholder comments; Mumbai to dateline)
By Adveith Nair and Prashant Mehra
LONDON/MUMBAI, July 25 Germany's ZF Friedrichshafen AG is to buy Belgium-based Hansen Transmissions , which makes gearboxes for wind turbines, for $725.5 million to consolidate its position in the market for wind energy.
The offer, pitched at 66 pence in cash for each Hansen share, values the company at 444.8 million pounds and is at a 96 percent premium to the company's Friday close in London.
"The combination of ZF and Hansen's wind gearbox activities represents a natural extension of our strategic decision to enter the growing and exciting field of wind energy," Hans-Georg Härter, Chief Executive Officer of ZF said on Monday.
ZF, which was founded in 1915 makes everything from transmissions and steering systems to chassis components and complete axle systems. The Zeppelin Foundation, administered by the city of Friedrichshafen, owns 93.8 percent of the company.
ZF said it has received undertakings from Hansen's two largest shareholders, Indian wind turbine maker Suzlon Energy and Ecofin, which own about 38.4 percent of the company's outstanding shares, to accept the offer.
Hansen shares rose 92 percent to 65 pence and were the top percentage gainers in London.
Suzlon shares rose as much as 5.4 percent. At 0830 GMT, the stock was up 2.7 percent at 54.35 rupees in a flat Mumbai market .
Suzlon has been weighed down by debt worries since it bought Hansen in 2006 and built up a 91 percent stake in Germany's REpower RPWGn.DE in the following two years.
"This is in line with our strategy to optimize and strengthen our balance sheet," Suzlon chairman Tulsi Tanti said in a statement.
"Suzlon and Hansen have developed a strong partnership on technology and supply chain...we expect this partnership to continue and strengthen further over the medium term."
($1 = 0.613 British Pounds) (Reporting by Adveith Nair in LONDON and Prashant Mehra in MUMBAI; Editing by Rhys Jones and Jane Merriman)
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