TOKYO, Feb 20 Swedish truck maker Volvo said on Tuesday it would take over Nissan Diesel

TOKYO, Feb 20 (Reuters) Swedish truck maker Volvo said on Tuesday it would take over Nissan Diesel Motor Co. Ltd. for $1.1 billion, seeking to grow further in Asia and capitalise on the Japanese truck maker's expertise.

Volvo, the world's No. 2 truck maker, which currently owns 19 percent of Nissan Diesel, said it would offer 540 yen in cash for all the shares it does not own.

That is a 22 percent premium to Monday's closing price and a 32 percent premium to Nissan Diesel's average price over the past three months.

Volvo, which makes Volvo, Renault and Mack brand trucks, said the value of the tender offer was 7.5 billion Swedish crowns ($1.1 billion) but added that it would also assume net interest-bearing debt at Nissan Diesel, estimated at another 7.5 billion crowns.

Shares in the Japanese truck maker were untraded with a flood of buy orders early on Tuesday.

''Nissan Diesel's products and know-how represent a valuable complement to the Group's truck business,'' Volvo Chief Executive Leif Johansson said in a statement.

''Nissan Diesel has a solid position in Japan and the rest of Asia where the Volvo Group foresees substantial growth potential,'' he said.

The Tokyo Stock Exchange placed the truck maker on ''administrative watch'' after Nissan Diesel said Volvo planned to make it a wholly owned unit and it would be delisted. Nissan Diesel also cut its annual dividend forecast to nil from a previous estimate of 3 yen.

Volvo said it expects that payment could be made for acquired shares around March 29.

The two companies plan a news conference at 3.00 p.m. (0600 GMT) in Tokyo.

Volvo said it would benefit from Nissan Diesel's expertise in medium-heavy trucks and hybrid technology. Joint studies had shown the two firms would benefit from combined procurement and product development and working together on engines, it said.

Volvo became the top shareholder in Nissan Diesel in March last year, replacing Nissan Motor Co., which has sought to concentrate on its car-making business. The move was also partly aimed at opening doors with Nissan Motor to strengthen its position in China.

Last month, China's Dongfeng Motor Group Co. Ltd. said it was in talks to bring Volvo into an existing vehicle venture with Nissan Motor, under which Volvo would replace Nissan as Dongfeng's partner in making heavy and medium-duty commercial vehicles.

The Swedish financial newspaper Dagens Industri reported this month that Dongfeng could become a brand of Volvo.

REUTERS CS KN1112