Nov. 18 (Bloomberg) -- Dassault Aviation, maker of the Falcon corporate jet, offered 1.56 billion euros ($2 billion) for Alcatel-Lucent SA's 20.8 percent stake in Thales SA to expand its holding in Europe's largest defense-electronics manufacturer.

The companies started exclusive talks on the 38 euros-a- share proposal that will continue until Dec. 15, Alcatel-Lucent and Dassault Aviation, both based in Paris, said in a joint statement today. The offer is 25 percent more than Thales's closing price yesterday.

The purchase would expand Dassault Aviation's stake in Thales, which provides electronics for the planemaker's Rafale fighter jets, to 26 percent. Proceeds from the transaction would help boost finances at Alcatel-Lucent, the world's biggest supplier of fixed-line telephone networks, which has accumulated losses of 4.8 billion euros since 2006.

``A premium of 25 percent is not bad at all, and it would give Dassault a stake in Thales that's almost as big as that of the French state,'' which owns 27.1 percent, said Odon de Laporte, an analyst at Cheuvreux in Paris with a ``buy'' recommendation on Alcatel-Lucent shares. ``A stake of this size would give them important voting rights on strategic decisions.''

Shares Rise

Alcatel-Lucent rose 4.8 percent to 1.90 euros today in Paris, paring the stock's decline this year to 62 percent. Thales advanced 0.8 percent to 30.67 euros. The shares have dropped 25 percent in 2008.

The offer price is 5 percent more than Thales's stock price on July 10, the day before La Tribune newspaper in France reported Dassault Aviation's possible interest. Dassault Aviation said Oct. 13 that it was looking at a stake in Thales.

Dassault Aviation, confronting a possible decline in Falcon orders as economies enter recession and struggling to sell the Rafale outside of France, may seek to move on beyond a minority stake in Thales to wring maximum benefits from their ties and add products, said Nick Cunningham, an aerospace analyst in London at Evolution Securities.

The French state has pledged to buy 294 Rafales and so far has ordered 120. Thales makes electronics, radar and electronic countermeasures that equip the plane.

``Dassault faces potentially difficult times if you go out a couple of years,'' Cunningham said. ``Potentially broadening its base might not be a bad idea. But this raises a question: Where does this lead?''

EADS's Interest

European Aeronautic, Defence & Space Co., the region's biggest aerospace company and 46 percent-owner of Dassault Aviation, had been interested in buying a stake in Thales for some years. Agence France-Presse reported Oct. 27 that EADS offered to pay 44 euros per Thales share in early October for Alcatel-Lucent's stake. EADS responded to the report by saying that it ``didn't make a binding offer.''

Dassault Aviation fell 4.7 percent in Paris trading. A little more than 3 percent of the stock is freely traded. The Dassault family's Groupe Industriel Marcel Dassault holding company owns 51 percent.

Alcatel-Lucent and Thales work together on satellites and railroad-security systems. Alcatel-Lucent more than doubled its stake in Neuilly Sur Seine, France-based Thales from 9.5 percent after selling transport and security assets to the defense company in exchange for cash and stock last year. It said on Oct. 14 that it may sell the holding.

To contact the reporter on this story: Andrea Rothman in Toulouse, France, at aerothman@bloomberg.net.

Last Updated: November 18, 2008 12:08 EST