UPDATE 2-Hotel Property asks investors to back Charter Hall bid amid hostile takeover fears

(Updates with analyst comments in paragraphs 9-10) By Roshan Thomas Dec 20 (Reuters) - Australia's Hotel Property on Friday asked shareholders to back its A$760 million ($473.94 million) buyout, a day after the bidders took a majority stake in the pub landlord, in a move to prevent a hostile takeover by its top shareholder. Property giant Charter Hall and superannuation fund Hostplus raised their stake in the Australian firm to 52.38% on Wednesday, and have now increased it to 53.48%, potentially leading to a compulsory acquisition of Hotel Property. Charter Hall is also the top shareholder in Hotel Property. A hostile takeover occurs when a bidder acquires a firm without the consent of the target's board. Hotel Property said on Friday that the takeover offer remains uncompelling and substantially undervalues its portfolio. The firm's directors also consider changes to its governance and strategy as likely. "The increase in ownership (by bidders) will also impact the free float, future liquidity and broad investor appeal of an investment in Hotel Property Investments," it said. HPI directors have repeatedly asked investors to reject the takeover offer, even after the bid was increased to A$3.85 per share from A$3.785 apiece. "It has been a long painstaking takeover starting back in September, with incremental increased offers," said Brad Smoling, managing director at Smoling Stockbroking. "Charter Hall must still see more upside at this premium price, and you must give them credit for their stickability in this negotiation." Charter Hall did not immediately respond to a Reuters request for comment. ($1 = 1.6036 Australian dollars) (Reporting by Roshan Thomas in Bengaluru; Editing by Alan Barona) ((mailto:Roshan.Thomas@thomsonreuters.com)) Keywords: HPI M&A/CHARTER REIT (UPDATE 2)