* BPCE plans to delist, restructure Natixis -source * BPCE working with advisors on a takeover proposal -source * Natixis asset management seen as disposal candidate -source * BPCE, Natixis decline comment (Recasts with confirmation) By Pamela Barbaglia, Sudip Kar-Gupta and Gwénaëlle Barzic PARIS, Feb 9 (Reuters) - French bank BPCE plans to buy the 29.3% stake in domestic peer Natixis it does not already own, with a view to delisting the lender and restructuring some of its activities. Natixis said in a statement its board met on Tuesday to examine the proposal, which at 4 euros per share compares with the stock’s last closing price of 3.7 euros and values the 29.3% stake at about 3.7 billion euros ($4.5 billion). BPCE, a cooperative bank, is the second biggest retail bank in France behind Credit Agricole, while Natixis is France’s No. 4 listed bank. The firms would aim to simplify their structure following the delisting, Natixis said, including by pooling insurance and payment processing activities within BPCE. The wealth management and investment banking businesses at Natixis would come under a new unit known as global financial services, it added. One source familiar with the plan said earlier on Tuesday that BPCE was likely to pursue a break-up of Natixis. Shares in Natixis, which was listed on the Paris stock market in December 2006 at 19.55 euros per share, were suspended from trading on Tuesday ahead of the announcement. The shares had closed up 6.9% at 3.70 euros on Feb. 8, with traders citing speculation of an upcoming restructuring and also buying the stock in anticipation of Natixis results. The bank released its earnings early on Tuesday, showing a smaller-than-expected drop in fourth quarter net profit. Natixis shares plummeted in March 2020 following the onset of the COVID-19 pandemic, shedding more than 50% compared with their level at the start of 2020. After reporting two quarterly losses, Natixis axed CEO Francois Riahi last August citing “strategic differences” and replaced him with Nicolas Namias, head of group finance and strategy at BPCE. When taking the reins of Natixis, Namias played down reports that BPCE might buy the bank outright. Natixis’ asset management unit is highly exposed to the U.S. market and would be a logical asset to sell for BPCE, which is expected to retain control of Natixis’ corporate and investment banking business as well as its private banking unit, a second source said. Natixis has spent much of the past 18 months dealing with heavy outflows at H20, a boutique fund management business it owned, before confirming this month that it would sell the business to its management team. ($1 = 0.8262 euros) (Reporting by Pamela Barbaglia, Sudip Kar-Gupta and Gwenalle Barzic, additional reporting by Matthieu Protard and Sarah White. Editing by and Susan Fenton and Mark Potter)