When General Motors Co Chief Executive Fritz Henderson saw the automaker through bankruptcy in July, he emerged with a new mantra.

The new GM, he said, would focus more on making cars and less on making deals.

Fast forward two months and Henderson and the new board installed under the oversight of the U.S. government are enmeshed in one more big deal: the sale of the automaker's Opel brand.

Under intense pressure, GM's board agreed to sell a 55-percent stake in Opel to a group led by Canadian auto parts maker Magna International.

In the end, analysts said, GM had no choice.

A sale of Opel to rival bidder RHJ was unacceptable to the German government and keeping the European unit would have been too costly.[ID:nN08292095]

GM was backed into a corner, said IHS Global Insight analyst Tim Urquhart.

Under the deal, Detroit-based GM will retain a 35 percent stake in Opel, with Magna and its Russian partner, state-owned bank Sberbank, taking 27.5 percent apiece, and European workers the remaining 10 percent.

For GM and Magna, the announcement of the framework deal on Thursday marks the beginning of a new period of uncertainty in a global car market being reshaped by the collapse of its once dominant player, analysts said.

They have chosen the solution that is the most obvious, financially speaking, said Philippe Barrier, an analyst at Societe Generale. But on the other hand, it seems to me it wasn't their first choice. They didn't have any choice -- after the bankruptcy they couldn't do what they wanted.

BE CAREFUL WHAT YOU WISH FOR

By selling Opel, GM will be able to focus on shoring up sales in its home market where they have dropped 35 percent this year and market share remains on a slide, analysts said.

But by selling Opel, GM is ceding control of a business that accounts for more than 70 percent of its European sales.

Opel's Russelsheim operations in Germany have also been the center for developing vehicles key to GM's attempted turnaround in the U.S. market, such as the Chevrolet Malibu sedan.

I think what it illustrates to me was just the difficulty of unwinding Opel out of GM in that it's really become a piece of the entire company, said Jeff Schuster, executive director of global forecasting at J.D. Power.

The Opel sale carries significant risks for GM at a time when other automakers including Volkswagen, Toyota Motor Corp and Fiat are looking to scale up to survive in a consolidating industry. Toyota overtook GM as the No.1 global automaker in 2008.

Sales for Opel and its British affiliate Vauxhall accounted for about 18 percent of GM's global total in 2008.

Magna, run by founder and chief executive Frank Stronach, hopes to use its Opel stake to boost its presence in Russia, a high-potential market.

But to make the move pay it needs to cut Opel capacity in Europe -- a costly and politically sensitive task.

Magna will also have to balance its work as a car manufacturer with its established business supplying parts to the companies that it will now be competing against with Opel.

It's a bit of a sticky situation in that all of a sudden you have companies like Ford that are customers of Magna but that are also going to be competitors, said Autoconomy.com analyst Erich Merkle.

Already VW has said it would reconsider doing business with Magna and analysts say other automakers could also step back.

We see a risk, that at least initially, some existing Magna customers will be reticent about dealing with a firm that is both a supplier and a competitor, said S&P equity analyst Efraim Levy.

Magna's Stronach has made no secret of his ambition to move into manufacturing vehicles. The Opel sale comes after potential deals for Magna to make cars in Russia with both GM and Chrysler fell through in recent years.

But other recent entrants to the high-cost sector such as private equity firm Cerberus Capital Management have been forced out by the complexity and cost.

Buying and running a car company is not an easy task as Cerberus has found out and I think Fiat will find out, Merkle said. I fear Magna may also find it out with Opel.

(Additional reporting by Kevin Krolicki in Detroit, editing by Leslie Gevirtz)

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