SAO PAULO/PARIS, Feb 11 (Reuters) - French grocer

Carrefour SA unveiled on Tuesday a proposal to take

private its Brazilian unit Atacadao SA, also known as

Carrefour Brasil.

The unit operates Carrefour supermarkets and wholesale

stores under the Atacadao and Sam's Club brands, contributing

about 20% of the group's global gross sales.

"Delisting the company will allow it to manage operations

with more agility and enhanced focus on execution," Carrefour

said in a statement.

Under the proposal sent to Carrefour Brasil's management,

the French parent company offered to pay 7.70 reais ($1.34) per

share of the Brazilian unit, an almost 20% premium over Monday's

closing price. Minority shareholders would be entitled to

payment in Paris-listed shares of Carrefour, cash or both.

The deal could be worth some 5.3 billion reais ($920

million) at that price for Carrefour to buy the roughly

one-third of shares it does not own in the Brazilian unit.

Shares in Carrefour Brasil rose around 10% on Tuesday.

Carrefour owns about 67% of the Brazilian unit, controlling

the company together with Peninsula Participacoes, the holding

company founded by the late Abilio Diniz.

Peninsula, also one of the largest shareholders of France's

Carrefour, directly holds about 7% of Carrefour Brasil.

"We are convinced that this decision represents an excellent

opportunity for the group's capital allocation and will generate

sustainable value for our customers, employees, partners and

shareholders," Carrefour's Chief Executive Alexandre Bompard

said in a statement.

The deal, which is pending approval from Carrefour Brasil's

shareholders, is expected to be finalized in the second quarter,

and would increase its earnings per share from the first year,

Carrefour added.

Instead of cash, Carrefour Brasil shareholders could also

choose to receive one Carrefour share for every 11 shares of the

Brazilian unit. The offer also included an option for

compensation in both cash and shares.

($1 = 5.7651 reais)