Belgium's bpost makes improved offer for PostNL

AMSTERDAM (Reuters) - Belgian postal company bpost (BPOST.BR) made an improved bid for Dutch rival PostNL (PTNL.AS) on Sunday, offering to assume its pension liabilities in a deal that it said would create a company better placed to weather declining mail volumes.

The offer, which confirmed media reports last week, would be a mix of shares and cash and would value PostNL at about 2.5 billion euros (2.24 billion pounds), bpost said in a statement.

The offer, equivalent to 5.65 euros per share, represented a 31.6 percent premium over PostNL's share price at the end of October. bpost has a market value of about 4.8 billion euros.

"The combination of our companies enables us to become one of the leading players in Europe," with 28 million potential customers across the Netherlands and Belgium, bpost Chief Executive Koen van Germen said in a statement.

Earlier talks between the two companies foundered in late May, with media reports suggesting concerns over PostNL's pension liabilities had been a key sticking point.

Both companies face shrinking mail deliveries while domestic parcel deliveries are increasing because of online shopping. Some 3,200 new jobs could be created in a combined parcels business over the medium term, bpost said.

PostNL shareholders would own some 21 percent of the combined company if the transaction took place, bpost said, while the Belgian state's stake would fall from 51 percent to about 40 percent.

(This version of the story has been refiled to fix typo in bpost CEO first name paragraph)

(Reporting by Thomas Escritt; editing by David Clarke)