UPDATE 3-Ad group M&C Saatchi rejects takeover offer from top shareholder

(Adds AdvancedAdvT's response)

By Kate Holton

LONDON, Jan 7 (Reuters) - M&C Saatchi said on Friday
it did not see much merit in a possible all-share takeover
instigated by its biggest investor, after software entrepreneur
Vin Murria outlined plans for a tie-up with an associated
acquisition vehicle.

Shares in the British advertising group fell early on
Friday, when Murria's vehicle AdvancedAdvT said a
takeover proposal would be in shares, and slipped again when M&C
gave its response later in the day to close down more than 12%.

Software entrepreneur Murria owns 13% of AdvancedAdvT, in
which private equity group Marwyn is the biggest shareholder.
She also owns 12.5% of M&C directly, while AdvancedAdvT owns
another 9.8%.

Murria is the deputy chairman of the ad group, which was
founded in 1995 by brothers and ad moguls Maurice and Charles
Saatchi.

The remaining independent directors said the proposal did
not offer an alternative strategy, beyond a change of control.

"Furthermore, the proposal does not reflect the value of the
business and its future prospects and would disproportionately
transfer equity value from M&C Saatchi shareholders to AdvT
shareholders," the ad group said.

Murria's AdvancedAdvT set out its plans for M&C on Friday, a
day after the ad group confirmed it had received bid interest.

"We look forward to the opportunity to discuss our proposal
and address the points raised in today's statement with the
independent committee of M&C," AdvancedAdvT said following the
company's response.

AdvancedAdvT, which does not own any other assets, raised
130 million pounds ($176 million) last year. It said a merger
with M&C would provide firepower for deals and improve its
digital capabilities.

"The combination of the M&C brand and platform with the
company's funding and experience is expected to increase the M&A
opportunity pipeline," AdvancedAdvT said in a statement.

($1 = 0.7390 pounds)
(Reporting by Kate Holton; Additional reporting by Shanima A in
Bengaluru; Editing by James Davey and Louise Heavens)