(Adds CEO quotes)
By Stefano Bernabei
ROME, April 21 (Reuters) - Italian toll-road operator Atlantia is interested in acquiring Spain's Abertis , but only if a deal can be agreed, and does not see a need to sell any of Abertis's assets to fund it, Atlantia's chief executive said on Friday.
A tie-up between Abertis and Atlantia, which is 30-percent controlled by the Benetton family, would create one of the biggest infrastructure groups in Europe with a total market value of around 36 billion euros ($38.5 billion).
A takeover would also give the Italian group a broader reach with the combined group generating around 60 percent of its core profits outside Italy.
"The project we have discussed in a preliminary phase with Abertis's management ... sees substantial growth for the two companies," Atlantia's CEO Giovanni Castellucci told a shareholder meeting in Rome.
He added that the Italian toll-road operator was interested in a deal with Abertis only if it involved the Spanish group's top shareholder La Caixa, the country's third biggest bank.
"We are interested only in a friendly operation," he said.
Castellucci also said that the group, which operates Rome's two airports and around 5,000 kms of toll motorways, would not put at risk its dividend policy for the sake of a deal.
The two companies confirmed talks about a possible tie-up on Tuesday following media reports that Atlantia was considering buying Abertis. A source close to the matter said a bid would likely entail a cash and share offer.
Analysts have said Atlantia could partly fund the deal by selling some of Abertis's assets, including stakes in telecom masts group Cellnex and satellite communications operator Hispsat. Castellucci, however, said this was not an option.
"To plan a deal on the basis of the disposal of significant assets would be a mistake," he said.
He refused to put a price tag on a deal, but said the current market valuation of Abertis, which is around 16 billion euros, appeared to price in a deal between the two groups. He called media speculation of a higher valuation for the Spanish group "fantasy", adding that the media leaks had accelerated the possible bid process.
Italian newspaper Il Sole 24 Ore said on Friday Atlantia could pay 75 percent of the deal in cash, with the rest in shares and the company was sounding out banks to obtain financing for around 8 billion euros.
More than 2 billion euros of additional cash are expected to to come from Atlantia's planned sale of a stake in its motorway unit Autostrade per l'Italia.
Castellucci said the group would discuss binding offers it has received for the stake at its next board meeting. ($1 = 0.9349 euros) (Writing by Francesca Landini; Editing by Greg Mahlich)