* Harbour Energy bids $10.4 bln for Australia's Santos
* Santos says it will engage with the offer
* Offer price is at 28 premium to last close
* Harbour has made four bids for Santos(Adds Santos response, bid history, gas project detail)
By Jonathan Barrett
SYDNEY, April 3 (Reuters) - Australian gas producer SantosLtd said on Tuesday it had received a new $10.4 billiontakeover offer from Harbour Energy, in a cash bid that haspiqued the interest of the board.
The offer values Santos at US$4.98 per share, or A$6.50, pershare, a 28 percent premium to the company's last closing shareprice of A$5.07.
Santos said it was Harbour Energy's fourth unsolicited bidfor the Adelaide-based company, which has stakes in severalliquefied natural gas (LNG) projects in a region where gasdemand is soaring.
"The Santos board considers that, based on the indicativeoffer price of A$6.50 per share, it is in the interests ofshareholders to engage further with Harbour," Santos said in astatement to shareholders.
The bid from Washington-based Harbour, a privateequity-backed firm led by a former Royal Dutch Shell Plcexecutive director Linda Cook, consists of $4.70 per share incash and a special dividend of $0.28 per share.
Harbour plans to fund the takeover through a combination ofdebt and equity, with J.P. Morgan and Morgan Stanleyunderwriting $7.75 billion of debt.
"With the support of these providers of capital, Harbourstands ready to move expeditiously towards entering into aScheme Implementation Agreement and to commencing all necessarygovernment and regulatory review processes," said Cook, ChiefExecutive of Harbour Energy.
Santos said last year it had rebuffed a A$9.5 billiontakeover approach from Harbour Energy in August, saying itundervalued the company.
Santos also disclosed on Tuesday that Harbour had approachedthe company on two occasions in March, with bids of A$6.25 pershare and A$6.37.
Santos' Australian and offshore gas assets includes a prizedstake in the Papua New Guinea (PNG) LNG project, run byExxonMobil Corp.
PNG project partners are still assessing damage of apowerful 7.5 magnitude quake that struck Papua New Guinea onFeb. 26, killing dozens of people and halting production at thesite.
Santos shares are due to start trading at around 0100 GMT,one hour after the open, the company said.
($1 = 1.3053 Australian dollars)(Reporting by Jonathan Barrett in SYDNEY; Additional reportingby Paulina Duran in SYDNEY and Aditya Soni in BENGULURU;Editing by Jane Wardell, Stephen Coates and Aaron Sheldrick)