Dec 20 (Reuters) - A takeover bid for Malaysia Airports

Holdings by a consortium comprising the country's

sovereign wealth fund and BlackRock's ( BLK ) Global Infrastructure

Partners was deemed as viable for shareholders by the deal's

financial adviser on Friday.

"HLIB is of the view that the offer is 'not fair' but

'reasonable'," according to deal adviser Hong Leong Investment

Bank (HLIB).

The $4.08 billion offer made by the consortium in May sought

to upgrade infrastructure and improve connectivity and services,

goals that would be better realized through privatisation,

according to consortium members that also include Employees

Provident Fund of Malaysia and the Abu Dhabi Investment

Authority.

Some directors of Malaysia Airports who weren't interested

in the deal on Friday expressed concerns regarding the

valuation, growth prospects and suggested rejecting the offer.

In its recommendation on Friday, HLIB maintained the offer

undervalued the company but said it gave shareholders a chance

to exit their investments in the absence of an alternate offer.