AMSTERDAM/ZEEWOLDE - Dutch luxury sportscar maker Spyker may be the unlikely buyer of Saab but it is set to struggle with the real challenge: converting two loss-making companies into a profitable one.

After months of tortuous negotiations, Spyker (SPYKR.AS) sealed a deal with General Motors GM.UL to buy Saab for $74 million cash and $326 million in deferred shares, sparking celebrations at its headquarters in the small Dutch town of Zeewolde.

Spyker CEO Victor Muller also bought out his largest shareholder, bank tycoon Victor Antonov, as part of the deal.

But the new Saab Spyker Automobiles NV faces huge challenges -- persistent losses, outdated designs, high labor costs, declining sales and, perhaps above all, little belief in the industry that it can pull off a turnaround.

It seems like a gamble. They've got the new 9-5, the 9-4X coming out next and the new 9-3 should be coming out in 2012, which could be quite lucrative, but whether they can attract customers back to the brand and make it profitable again is the billion-dollar question, IHS Global's Ian Fletcher said.

Industry players were more direct.

Marginal players will continue to be marginalized. We cannot build it on hopes and dreams, Fiat SpA CEO Sergio Marchionne said on Tuesday as word of the deal broke.

Spyker, which makes several dozen handmade supercars every year, is hoping to benefit from Saab's technical resources and its distribution network, while CEO Muller has said he hopes Spyker will inject entrepreneurial spirit into the Saab brand.

Saab, which has lost money over the past decade, was put up for sale more than a year ago. GM has suspended its plans to wind down Saab operations, pending a February closing.

Investors will be hoping for few further parallels with DeLorean, the ambitious sports car maker that used government aid to open a factory in Northern Ireland but ended up collapsing in the 1980s under slack sales and financing woes.

CAKE, CHAMPAGNE, PARADE

At Spyker headquarters, there were high spirits.

Hans van Rennes, Spyker's vice president of marketing, said a Saab dealer sent the company a cake and one-time Saab suitor Koenigsegg called with congratulations. Outside, a Dutch television show organized a parade of old and new Saab cars.

I still have a hangover but it's a pleasant one because it's from the champagne, said Jantje Schaap, 50, a Saab dealer from the town of Lemmer who joined in the impromptu auto show.

And Spyker CEO Victor Muller and Saab head Jan Ake Jonsson were greeted with applause as they met with employees of the Swedish carmaker at a hastily organized rally in Trollhattan, the town in southwest Sweden home to Saab's main plant and headquarters.

I am really stunned to see all here today. Nothing prepared me for seeing so many people, so enthusiastic and it only confirms that we did the right thing, Muller said to the around 3,000 staff crowding the stage.

But happiness at Saab's rescue aside, Spyker's financing remains a question. As recently as July, the company did not have the money lined up for its 2010 production.

The new deal includes a 400 million euro loan to Saab from the European Investment Bank (EIB), with a Swedish government guarantee. European Union regulators said on Wednesday they would review the guarantee plans as early as possible.

We have the business plan, which Saab itself can finance with (the) EIB loan and cash flow, said the Swedish Debt Office's Erik Sjulander, who oversaw talks

FINANCING QUESTIONS

Analysts at Theodoor Gilissen Bankiers in Amsterdam said they expected Saab Spyker to eventually tap the equity markets for financing, but also said they could not yet rate the shares in the absence of concrete details on the firm's strategy.

However, Spyker's Muller said in an interview with Dutch news agency ANP and Reuters on Wednesday the company absolutely had the financing to bridge a three-year development cycle for new Saab models.

He also denied reports that Spyker would draw on some of the EIB loan, saying all of it will go directly into Saab.

Given all its challenges, the value of Spyker shares is also an open question. The stock is up 240 percent since October.

The Dutch shareholders association VEB warned the deal was a major risk. Spyker was already a highly speculative share, and is now even more, VEB said in a statement.

In afternoon trading, Spyker shares rose 48.9 percent to 5.82 euros, levels last seen in late 2008.

It's clearly a stock traded by private investors who like the story, said one trader. I don't think it's held in any stock portfolios.

(Additional reporting by Reed Stevenson and Vincent Kroft in Amsterdam, Harro ten Wolde in Zeewolde, Nick Vinocur in Stockholm, Daniel Zdolsek in Trollhattan and Helen Massy-Beresford in Paris; editing by Sitaraman Shankar and Karen Foster)

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