(Adds statement from BTG Pactual confirming talks to sell Pan Seguros)
By Pamela Barbaglia and Tatiana Bautzer
LONDON/SAO PAULO, Jan 12 (Reuters) - French insurer CNP Assurances has entered exclusive talks with Grupo BTG Pactual SA to buy its 51 percent stake in Brazilian insurer Pan Seguros, two sources familiar with the matter said on Tuesday.
CNP Assurances has offered 1.6 billion Brazilian reais ($396 million) for the stake, outbidding major insurers including Axa and MetLife, one of the sources said.
In a statement on Tuesday, BTG Pactual confirmed talks to sell Pan Seguros, as well as its insurance broking unit Pan Corretora SA, but did not name a prospective buyer. BTG Pactual is selling assets to raise cash in the wake of the arrest last year of its founder Andre Esteves.
CNP Assurances declined to comment.
Reuters reported on Monday that BTG Pactual had asked bidders to submit binding offers for its Pan Seguros' majority stake in February.
First round bids in December valued the business, which provides life and home insurance, at between 1 and 1.3 billion Brazilian reais ($300 million), several sources said.
Axa and MetLife submitted the highest offers in the initial bidding round, with rivals Zurich, Assicurazioni Generali and U.S.-based Liberty Mutual also taking part, one of the sources said.
BTG Pactual took control of Pan Seguros last year.
Caixapar, the investment arm of Brazilian federal savings bank Caixa Economica Federal, has the remaining 49 percent and wants to hold on to it, the sources said.
CNP Assurances has been operating in Brazil since 2001 through Caixa Seguradora, a subsidiary owned jointly with Caixa Economica Federal and CNP Assurances's local distribution partner.
With more than 9 million policy holders, Caixa Seguradora says it is Brazil's fifth largest insurance company and employs more than 800 people in the country.
Latin American insurance markets are under penetrated, insurance specialists say, providing an opportunity for international insurers whose home markets are mature. (Additional reporting by Maya Nikolaeva in Paris and Guillermo Parra-Bernal in Sao Paulo; Editing by Alexander Smith)