May 5 (Bloomberg) -- Macquarie Bank Ltd. and its buyout partners will apply for permission to extend their A$11.1 billion ($9.1 billion) buyout of Qantas Airways Ltd. after last- minute acceptances gave them more than 50 percent of Australia's biggest airline.

The bid appeared to have failed late yesterday, when the group said it had fallen short of a majority of acceptances needed to win an automatic two-week extension of its A$5.45 a share cash offer. Early today the group said a late acceptance had pushed its stake to 50.6 percent toward the 70 percent the bid needs to succeed.

The bidders, including TPG Inc. and Onex Corp., raised the offer once and eased their terms three times to win support for the world's biggest airline takeover. Qantas is headed for its 14th straight year of profit growth as fuel prices decline and global economic growth increases demand for air travel, making the company more attractive to fund managers as well as buyout firms.

``It's still going to be difficult from here to get that extra 20 percent because some people see it as attractive to hold on to Qantas,'' said Brent Mitchell, an analyst at Shaw Stockbroking Ltd. in Melbourne.

The group said it will apply to the Takeovers Panel to continue the offer. If it is allowed, the bidders will still need 70 percent of Qantas to succeed, otherwise all stock tendered will be returned to investors.

Takeovers Panel

The Takeovers Panel is a body comprising lawyers, business executives and investment bankers that resolves disputes on bids for Australian companies. It was unable to comment on when it would consider the bid.

``Without seeing an application, or knowing an application is in, we're in no position to comment,'' Nigel Morris, director of the Melbourne-based panel, said in an interview.

Matters can be decided at short notice and on weekends, panel member Ian Ramsay said, declining to comment on the Qantas bid.

The Qantas board will make a statement to the Australian Stock Exchange before trading begins May 7, the company said.

``The board is confident that the various businesses in the Qantas Group continue to operate in a highly professional manner,'' the company said in a statement released after a board meeting this morning.

Chief Executive Officer Geoff Dixon, who stood to earn as much as A$60 million from the deal, and Chairwoman Margaret Jackson, who backed the offer, may feel pressure to resign if the bid fails, analyst Peter Harbison said.

Management's Future

They may decide ``they really don't want to be around because of the strong position they took,'' said Harbison, managing director of the Centre for Asia-Pacific Aviation.

``It's going to be unsettling for a lot of people, particularly in the higher echelons'' if the bid fails, Dixon was quoted as saying today in the Weekend Australian newspaper.

Qantas stock has surged 24 percent since the company said on Nov. 22 it had been approached by Macquarie, Australia's biggest investment bank. The shares rose 1 cent, or 0.2 percent, to A$5.38 yesterday in Sydney.

The buyout group wants to accelerate Qantas's current plan to increase international flights and expand its low-cost carrier, Jetstar, in Asia.

Global airline passenger traffic, measured as the number of passengers multiplied by the distance flown, will increase 5 percent this year and cargo traffic will rise about 4.9 percent, the Geneva- and Montreal-based International Air Transport Association said April 4.

Earnings Forecast

Qantas has increased its earnings forecast twice since agreeing to the buyout group's offer on Dec. 14. The carrier forecasts pretax profit may almost double to A$1.23 billion in fiscal 2008, from A$671 million in the 12 months ended June 30, 2006, as jet fuel prices fall and it carries more passengers.

To encourage more investors to accept the offer, the buyout group on April 22 said it would pay Qantas shareholders five days after they agreed to the takeover, compared with a monthlong wait previously. Those that hold on to their Qantas stock will share in the group's plans to boost debt to return A$4 billion to shareholders within a year of taking control.

The bidders earlier cut the level of acceptances for the deal from 90 percent to 70 percent. Before that, the takeover was in doubt after Balanced Equity Management, a Melbourne-based money manager that owns 4 percent of Qantas, rejected the offer as too low. UBS Global Asset Management, which holds about 6 percent of Sydney-based Qantas, has not revealed its intentions.

Removed From Index

The airline will be removed from Australia's benchmark stock index if the buyout group succeeds in reaching its 70 percent target, reducing the attractiveness of Qantas's shares to funds that track indexes.

Balanced Equity's founder, Andrew Sisson, said April 29 the offer is about a dollar too low and that he will remain a minority shareholder in the airline.

Without the support of Sisson and UBS Global Asset Management, the buyout group won't be able to gain 100 percent of the airline and delist the stock, which could generate savings of as much as A$80 million, according to an assessment of the offer by investment bank Grant Samuel & Associates.

Macquarie and its partners have declared the bid for Qantas final, preventing them raising their price under Australian takeover law.

UBS AG and Carnegie, Wylie & Co. are advising Qantas on the bid. The buyout group is being advised by Macquarie.

To contact the reporters on this story: Joyce Moullakis in Sydney at Jmoullakis2@bloomberg.net; To contact the reporter on this story: Fergus Maguire in Canberra, Australia at fmaguire@bloomberg.net

Last Updated: May 5, 2007 00:09 EDT