LONDON (Reuters) - U.S.-based Best Buy Co Inc BBY.N, the world's biggest electronics retailer, is to pay $2.1 billion for half of Britain's Carphone Warehouse Group Plc's CPW.L retail business to take on the European consumer electricals market.

The deal creates a joint venture that will compete with DSG International Plc DSGI.L, formerly called Dixons, and Kesa KESA.L which owns the French group Darty.

Carphone, Europe’s biggest independent mobile phone retailer, and Best Buy, estimate the size of the European market for consumer electronics to be around 89 billion pounds ($174 billion).

The pair said the 50-50 owned company would target a growing appetite for consumer electronics, but analysts said the pair are entering a tough market where incumbents are struggling.

“European consumers are facing some of the same pressures that U.S. consumers are,” Carphone Chief Executive Charles Dunstone said during a conference call. But even so, there were now opportunities to obtain high-quality retail space.

“The current environment I certainly hope isn’t going to last forever,” Dunstone said.

Carphone’s 2,400 existing stores will continue to operate under the Carphone Warehouse and Phone House brands in its nine European markets, and from 2009 the new company will roll out larger stores under the Best Buy name.

The deal “provides us with the other giant consumer electronics marketplace in the world where Best Buy currently has very little offering,” Best Buy Chief Executive Brad Anderson said.

Anderson added that the tie-up gives Best Buy, which is facing a soft spending environment at home as the U.S. economy slows, “a long-term growth horizon that we think is extraordinary.”

Analysts said Best Buy would bring its understanding of the consumer electronics market to Europe, a region it has long wanted to enter, but cautioned it could take some time to roll out the stores and secure a strong presence.

“We would expect substantial investment to build out the business,” U.S.-based Sanford Bernstein analyst Colin McGranahan said in a research note.

Best Buy sells consumer electronics, home-office products and entertainment software in the United States, Canada and China. The new company will open Best Buy stores in Britain and other European countries but officials of both companies weren’t specific on numbers.

Best Buy said the venture was expected to be funded through a combination of cash on hand, existing bank lines and other borrowing. It also said it now did not expect to repurchase shares under its existing repurchase program in fiscal 2009.

Carphone Warehouse's CEO Charles Dunstone speaks at a news conference in London May 8, 2008. REUTERS/Stringer

Best Buy said it expected the deal to add around $5 billion to fiscal 2009 revenue, and boost earnings by five to seven cents a share in the current year.

The announcement follows months of speculation about a tie-up between the two companies after Best Buy took a small stake in the British company last year. The two companies also operate mobile phone stores in the United States.

Best Buy is the world’s largest listed consumer electronics retailer by market value, according to index data compiled by Reuters.

Carphone will use proceeds of the sale to pay down debt, and for investment in its other businesses -- broadband and fixed-line telecoms. Carphone has already said it will consider making a bid for Italian broadband operator Tiscali TIS.MI.

Shares in Carphone Warehouse were down 3.4 percent in London on Thursday after they rose over 6 percent on Wednesday on bid speculation. Best Buy shares were off 1.9 percent to $42.62 in noon trading on the New York Stock Exchange.

CARPHONE DIVERSIFIES

British-based analysts said broadening Carphone’s product portfolio beyond mobile phones to other electrical goods arguably reduced risk, although they noted that consumer electronics was a tough market.

“We believe this is a positive move,” Landsbanki analyst Dan Gardiner said in a note to clients about Carphone. “We saw the distribution business as facing significant challenges and the value, once working capital outflow is factored in, at significantly below this current price.

“Whilst this does not eliminate these problems, and we believe that the move into consumer electronics is unlikely to offer the same returns as the existing handset distribution business, this does effectively reduce the downside valuation risk,” said Gardiner.

The sale is subject to approval by Carphone shareholders.

Bob Willett, the chief executive of Best Buy International, is expected to be chairman of the new venture, and Carphone Finance Director Roger Taylor will become chief executive in addition to retaining his existing duties.

The business will be overseen by a board comprising equal numbers of Best Buy and Carphone executives.