(Adds premium, CEO comment, details on deal, background) April...

(Adds premium, CEO comment, details on deal, background)

April 5 (Reuters) - Australian automotive retailer AP Eagers Ltd (APE) on Friday made an all-stock offer to acquire smaller rival Automotive Holdings Group Ltd (AHG) that valued the company at A$635.3 million ($451.83 million).

AP Eagers, which is Automotive Holdings' biggest shareholder, made an offer of 1 share of the company for every 3.8 Automotive shares owned.

The offer price of A$1.92 represents a premium of about 8 percent to Automotive Holdings' last close.

AP Eagers' Chief Executive Martin Ward said the deal would put the combined group in a better place "to respond to the rapidly evolving motor vehicle retailing market.”

AP Eagers' expects the acquisition to deliver annual cost savings of about A$13.5 million.

Automotive Holdings has been hit hard by a downturn in consumer spending in Australia, with the company recording a first-half loss in February and deciding not to declare an interim dividend.

In its earnings statement, Automotive also said it had started a strategic review of its underperforming refrigerated logistics business after China's debt-saddled HNA Group Co Ltd HNAIRC.UL cancelled its A$280 million offer for the business in July last year.

AP Eagers said the chances of a possible rival bid were low given its existing 28.84 percent stake in Automotive Holdings. ($1 = 1.4061 Australian dollars)