(Adds that Vinci, ADP spokespeople declined comment)
By Christian Plumb
PARIS, March 11 (Reuters) - French airports operator Aeroports de Paris has emerged victorious in a bidding war for Turkish airports operator TAV Havalimanlari Holding , agreeing to pay $874 million for a 38 percent stake in the company, sources familiar with the transaction said.
The sources said that the other final bidder, French construction company Vinci, made a significantly lower offer about a week ago and declined to raise its bid further, with governance being a sticking point.
For state-controlled ADP, the transaction is its most ambitious foreign-expansion move since a 2008 cross-shareholding deal with Dutch airport operator Schiphol.
The auction happened against the backdrop of Turkish anger over the passage of a French law that would make it illegal to deny the mass killing of Armenians by Ottoman Turks and there had been speculation that ADP could have to bid generously to overcome political resistance to the deal.
ADP will pay 11.5 Turkish lira per share for its stake -- a 35 percent premium to TAV's closing share price on Friday -- but the stake is below the level that would trigger a mandatory tender offer for minorities' shareholdings, the sources said.
The offer values the entire company -- which operates 10 airports including Turkey's biggest, Istanbul Ataturk, as well as terminals in Tunisia, Macedonia and Georgia -- at about $2.3 billion.
TAV's controlling shareholders, construction firm Tepe Insaat and Akfen Holding, are selling 18 percent stakes each, but will keep several board seats after the deal.
ADP has been active in trying to buy into foreign markets, participating in one bidding consortium in the since-cancelled privatisation of Spain's two biggest airports as well as unsuccessfully vying for a Brazilian airport modernisation contract.
A spokeswoman for ADP had no immediate comment and a Vinci spokesman said the company had a policy of not commenting on rumors. (Additional reporting by Tim Hepher, Asli Kandemir and Seda Sezer; Editing by Lionel Laurent)