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* Auditor says Kabel worth 104 eur/shr excl synergies
* Vodafone offered to pay 84.53 eur/shr to minorityshareholders
* Report could help investor Elliott argue case for mark-up (Releads, adds background on report)
By Victoria Bryan and Ludwig Burger
FRANKFURT, Dec 9 (Reuters) - An auditor's report concludedKabel Deutschland was worth almost a quarter morethan what Britain's Vodafone offered for the rump of thecompany, potentially helping hedge fund Elliott argue its casefor a higher price for its stake.
Having secured a stake of more than three quarters in KabelDeutschland, Vodafone about a year ago offered 84.53 euros pershare ($104) in cash to remaining shareholders as part of aso-called domination agreement.
But not all shareholders were happy with this price and thereport by auditor Constantin GmbH was commissioned and paid forby Kabel Deutschland after a motion filed by Elliott at ameeting of the group's shareholders in October last year.
The report, a copy of which has been seen by Reuters, saysvaluations by investment banks based on the company's long-termprospects indicated a value for Kabel Deutschland of 104 eurosper share and estimated additional synergy effects from thetie-up with Vodafone at up to 19.50 euros a share.
Elliott, which owns 13.5 percent of Kabel Deutschlandaccording to Thomson Reuters data, and investment managementfirms Davidson Kempner and York Capital are suing Vodafone formore for their holdings.
Elliott in October asked a Munich court to order the companyto give it a full copy of the auditor's report. KabelDeutschland said it would make the report available once certainsensitive information had been edited out.
"The discrepancy between the investment banks'considerations of the company's value and the takeover pricepaid by Vodafone is not plausible according to the findings ofthe report," the auditor wrote in the report.
The auditor also said the company had not provided thedocumentation necessary to clear up the discrepancy.
Vodafone said such a takeover price was unrealistic.
"The offer was unanimously recommended by KabelDeutschland's boards taking into account the views of theirinvestment bank advisers and accepted by 76.6 percent ofshareholders," a spokesman said.
Elliott declined to comment.
Kabel Deutschland said it agreed with Vodafone on the issue.Chief Executive Manuel Cubero, appointed after the takeover,said in October the auditor had found the offer price may nothave been appropriate.
($1 = 0.8119 euros) (Additional reporting by Arno Schuetze in Frankfurt and KateHolton in London; Editing by Leslie Adler and David Holmes)
