UPDATE 1-Maersk agrees $498 mln sale of Norfolkline to DFDS

* Maersk sells Norfolkline for $498 mln in cash and stock

* Maersk says to get 31 pct stake in DFDS (Adds details, quotes, share prices)

COPENHAGEN Dec 17 (Reuters) - Danish shipping and oil group A.P. Moller-Maersk (MAERSKb.CO) will sell its Norfolkline ferry unit to Denmark's DFDS (DFDS.CO) for cash and shares worth about 346 million euros ($498 million), the companies said on Thursday.

Under the deal, Maersk will get a 31 percent stake in ferry operator DFDS and 170 million euros in cash, Maersk and DFDS said separately.

"The sale of Norfolk Holdings B.V. is expected to be completed in the second quarter of 2010 and is not expected to have a significant impact on the result of A.P. Moller-Maersk A/S," Maersk said.

The parties have agreed to a lock-up period of 24 months on the DFDS shares from completion of the deal, Maersk said.

Norfolkline Chief Executive Niels Smedegaard said that the deal would boost Norfolkline's position as a ferry and freight operator in northern Europe, adding operations in the English Channel and the Irish Sea to its North Sea base.

"This is a perfect match," Smedegaard said. "The integration of our companies will generate considerable synergies and we expect this transaction to improve our earnings capability once the market recovers."

The deal is subject approval by relevant competition authorities and approval of the share issue by DFDS's extraordinary general meeting, the companies said.

The company to be formed by the combination of Norfolkline and DFDS will have pro forma 2009 revenues of about 1.5 billion euros and earnings before interest, tax, depreciation and amortisation of 139 million, DFDS said.

Maersk shares traded down 1.4 percent at 36,500 crowns and DFDS shares were off 1.0 percent at 337 crowns by 1141 GMT, underperforming a 0.4 percent fall in the Copenhagen bourse bluechip index .OMXC20.

DFDS (DFDS.CO) said in May it was discussing a possible "transaction" of Norfolkline with Maersk, and Maersk said it was talking with potential interested parties about a transaction involving Norfolkline.[ID:nDKT002488] [ID:nL1556396] (Reporting by John Acher; Editing by Rupert Winchester) ($1=.6942 Euro)