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WELLINGTON, July 23 (Reuters) Dubai Aerospace Enterprise Ltd. offered to pay up to NZ$2.6 billion ($2.08 billion) on Monday for a controlling stake in New Zealand's Auckland International Airport Ltd. , which was backed by the airport's board, sending its shares up around 5 percent.

Under the offer, which values the whole of Auckland Airport at NZ$5.6 billion ($4.5 billion), a new company will be created, in which DAE will have a stake of 51 to 60 percent.

DAE was set up last year by the government of Dubai and other interests.

However, a counter-offer could be forthcoming given the high level of interest in Auckland Airport, said Walker Capital Management principal Craig Brown.

''There are other parties sniffing around, and Auckland Airport can get out of this if they get a better deal, so I'm not sure this is the end game yet,'' Brown said.

Auckland Airport has been the subject of renewed takeover speculation since May, when Australia's Macquarie Airports was reported to have tried to enlarge its small stake.

The board of Auckland Airport, while backing the DAE deal, said it is not restricted from considering other offers.

Auckland Airport shareholders will be offered NZ$2.34 in cash per share, a share in a new airport company with a convertible loan note attached, and a special dividend of 7 cents per share.

The offer gives an equivalent value of NZ$3.80 a share, a 15 percent premium to the stock's closing price on Friday.

Shares in Auckland Airport, one of New Zealand's top 10 companies, gained as much as 5.7 percent after the announcement before settling back to last trade up 3.9 percent at NZ$3.44.

The offer is conditional on 75 percent shareholder approval and will be voted on in November. But the company also warned its full-year profit would be 10 percent lower between NZ$91 million and NZ$92 million because of higher staff incentive payouts.

The deal also will need approval from New Zealand's Overseas Investment Board. The leader of the NZ First Party, Winston Peters, who is also foreign minister but not a member of government, said he was opposed to the deal, adding the airport was a plum asset that should not be sold off.

TAKEOVER SPECULATION Auckland Airport said last month it was talks with investors wanting to buy a stake, after several shareholders rejected a NZ$3.10 a share approach from the Canada Pension Plan Investment Board.

The Canadian fund has been reported as still interested, while Spanish roads-to-services group Ferrovial , which owns BAA UK airports business, has also been tipped as a suitor. DAE Chief Executive Bob Johnson said Auckland was an excellent airport: ''It is a wonderful beginning to our airports business,'' he told a media briefing.

DAE has plans to invest US$15 billion in airport development and aeroplane leasing and servicing. In April it said it would buy U.S. plane servicing firms Standard Aero Holdings Inc. and Piedmont/Hawthorne Holdings Inc. for $1.8 billion.

Ratings agency Standard and Poors said it would downgrade the airport company from its current A-negative/A-1 rating if the takeover went ahead because of likely higher debt levels.

Walker Capital's Brown said the issue for shareholders was what DAE could offer to improve Auckland Airport, which was well-performing company with good growth prospects.

Auckland Airport Chairman John Maasland said DAE would help Auckland Airport pursue new opportunities but did not elaborate.

The airport handles about 70 percent of New Zealand's international traffic and is mid-way through a four-year NZ$500 million upgrade to runways and terminals.

The Auckland City Council, which has a 12.8 percent stake in AIA, said it was waiting for more information on the Dubai offer. It has said before it is a long-term shareholder, but last week said it was studying options, including possibly joining a bid.

The other main shareholder is the Manaukau City Council, with 10 percent, which has also said it is a longterm investor.

Mayor Barry Curtis says the council will consider the offer, but has voiced personal opposition to foreign control of the airport company.

REUTERS SR DS1230