* ICT rejects Aegis offer

* Board says deal not be in best interest of co

* Shares down 23 percent (Adds Aegis, analyst comment, background, updates share price)

BANGALORE, March 3 (Reuters) - Business-process outsourcing firm ICT Group (ICTG.O) on Tuesday rejected a $128-million buyout offer from Aegis Ltd, a back-office unit of India's Essar Group, sending its shares down about 23 percent.

ICT's board determined that it would not be in the best interest of the company to pursue the transaction, it said in a statement.

ICT, which provides outsourced customer-care services mainly to U.S.-based companies, did not give any further details.

Aegis' offer of $8 per share, which was made on Monday, represented a premium of 122 percent over ICT's Friday close of $3.60.

The rejection by ICT was not a surprise and even if Aegis did raise their bid, it would not be by a whole lot, said analyst Shlomo Rosenbaum of Stifel Nicolaus, which makes a market in the securities of ICT Group.

It's going to very hard to get a meeting of the minds between what Aegis would be willing to pay and what the Brennan family would be interested in taking," he said, adding that the Brennan family owned close to half of ICT.

Chief Executive John Brennan has served as ICT's executive leader since 1987, when he managed the buyout of its predecessor, International Computerized Telemarketing.

For Brennan to be interested, Aegis will have to offer a valuation close to what was offered for PeopleSupport, which will value ICT at about $20 a share, Rosenbaum said in a note issued on Monday when the offer was made.

Aegis is unlikely to offer those valuations in the current market and given the Brennan family stake, the likelihood of a proxy war is ruled out, said Rosenbaum, who has a "hold" rating on ICT's stock.

Last October, Aegis acquired Los Angeles-based PeopleSupport for $250 million to expand its presence in the Philippines.

A spokeswoman for Aegis declined to comment.

Newtown, Pennsylvania-based ICT Group, which went public in 1996 has operations in Ireland, UK, Canada, Australia, Mexico, Costa Rica, Argentina, India and Philippines.

Shares of the company fell to a low of $4.51, before paring some losses to trade down $1.17 at $4.74 in afternoon trade on Nasdaq.

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