** KMD Brands KMD.NZ rises as much as 7.3% to NZ$0.205; set for second straight session of gains
** Outdoor clothing retailer confirms reports co received proposed offer from U.S. surfwear firm Stokehouse Unlimited
** Says Stokehouse recommends de-merging Rip Curl into separate NZX- and ASX-listed firms and merging Rip Curl with Stokehouse
** Adds Stokehouse shareholders to own 22% of merged entity, unfairly diluting KMD Brands shareholders; Stokehouse CEO Paul Naude to be CEO of combined entity
** Co's Board concludes proposed offer not in best interests of shareholders
** YTD, KMD down 31.6%
(Reporting by Aamir Sheik Khalid in Bengaluru)
((Aamir.SheikKhalid@thomsonreuters.com))