* Kabel Deutschland is in no defence mode - source
* Vodafone offer could be worth 10 billion euros
* Kabel Deutschland shares flat
FRANKFURT, Feb 21 (Reuters) - Kabel Deutschland has no plans to fend off a potential 10 billion euro ($13billion) takeover offer from British mobile operator Vodafone, two people close to Germany's biggest cable companysaid.
"Kabel Deutschland is in no defence mode," one of thesources said on Thursday, while the other person said: "KabelDeutschland will assess any offer with an open mind".
Kabel Deutschland declined to comment.
Vodafone has hired Goldman Sachs to advise it onoptions about a bid for the German cable group, a person withdirect knowledge of the matter told Reuters on Tuesday.
Kabel Deutschland shares were flat at 68.00 euros at 1410GMT. They closed at 63.60 euros on Feb. 12, the day before thefirst report of a possible deal.
Kabel Deutschland said on Wednesday it will raise thedividend for its current fiscal year by 67 percent, a movetraders and investors saw as a first defensive jab aimed atwarding off Vodafone. Analysts have estimated Vodafone wouldhave to stump up about 10 billion euros for any bid.
Kabel Deutschland's success in the broadband market couldappeal to Vodafone, the biggest mobile operator in Germany.
Vodafone needs to expand into more profitable areas, such ascable, as it faces a squeeze between low-cost mobile challengersand telecom and cable rivals increasingly pushing discounted,all-included bundles of mobile and other services.