TORONTO, MARCH 1 -- Campeau Corp. vowed today to fight R.H. Macy & Co.'s multibillion-dollar bid to acquire Federated Department Stores Inc. and create a retail empire comprising New York's Bloomingdale's, Macy's and Abraham & Straus stores.

Analysts valued the Macy's bid for Cincinnati-based Federated at as high as $6.3 billion and as low as $5.9 billion. Campeau, a Canadian real estate and retailing conglomerate controlled by financier Robert Campeau, had been negotiating to buy Federated for $6.1 billion when Macy's submitted its last-minute offer on Monday.

Macy's proposed merger with Federated -- the parent of Bloomingdale's, Abraham & Straus and other upscale chains -- would create a concern that would own New York's three largest department stores.

Analysts predicted that the Federated board, which was studying bids from the rival suitors at a meeting in New York, would accept the offer from Macy's, a large New York-based department store chain.

And Macy's, in a move that might indicate a deal is near, said in a Securities and Exchange Commission filing late today that it expected to sign an agreement with Federated under which Macy's would get at least $45 million in "breakup fees" if a merger pact between the two companies failed or was topped by another bidder.

There was speculation today that Campeau could sweeten his offer. Campeau, in a statement, said the Macy's bid was "a front-end loaded, illusory offer designed to mislead individual shareholders."

Federated said Macy's had offered $73.80 a share cash for about 80 percent of its stock. The remaining 20 percent would be exchanged in a merger for shares of newly issued Macy's shares equal to about 40 percent of the outstanding stock of a merged concern.

The cash portion of the offer was valued at about $5.3 billion -- $59.04 a share on the basis of 80 percent -- but analysts said the total could not be estimated because it depends on the value of the new stock.

One arbitrager estimated the blended value of the deal at $66 to $68 a share, or $5.9 billion to $6.1 billion. Another estimated the bid at $69 to $70 a share, or $6.2 billion to $6.3 billion.

Campeau's bid currently stands at $68 a share.