Couckinvest NV, owned by Omega Pharma founder and chief executive Marc Coucke, will bid 36 euros per share for the shares in the company that it does not already own, valuing the group at some 880 million euros ($1.26 billion).

It has a 30.01 percent stake in the company that sells non-prescription products such as wart treatment or sun tan lotion to pharmacists, with 5.06 percent in the hands of Capital Research Group and 61.3 percent in free float.

Coucke said that Omega Pharma needed substantial investments in brands and country structures to grow further and that these could have a "strong impact" on short-term results.

"This strategy, which is to be executed in an uncertain macroeconomic environment, implies more risks and uncertainties than in the past. Couckinvest wishes to provide shareholders the opportunity to exit the Omega Pharma share at a fair price," he said.

The bid is below the 37 euros Omega Pharma referred to in July as a "working hypothesis" for a potential delisting and is 5.5 percent above Thursday's close of 34.12 euros.

Belgian financial markets regulator FSMA suspended trading in Omega Pharma's shares ahead on Friday, pending a news release. It said trading should resume later on Friday.

Omega sells prescription-free medicines and healthcare products, over-the-counter (OTC) items and competes with the OTC arms of pharma giants such as Johnson & Johnson (JNJ.N) and Bayer BAYG.DE and of consumer product groups from Procter & Gamble (PG.N) to Reckitt Benckiser (RB.L).

Omega, the only sizeable stand-alone OTC company, ranks just outside the top 10 in that market with sales last year of 857 million euros.

Couckinvest will finance the bid with a bank loan and a capital injection from private equity group Waterland and a small number of co-investors.

The takeover is contingent on receiving acceptances representing at least 90 percent of the company. The deal is expected to close early in 2012.

KBC Securities is advising the company's directors. BNP Paribas Fortis and ING are advisors for Couckinvest.

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