UPDATE 1-Kirin to take over Lion Nathan in A$3.5 bln deal

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MELBOURNE, April 27 (Reuters) - Japanese brewer Kirin Holdings (2503.T) clinched a A$3.5 billion ($2.5 billion) agreed takeover of Lion Nathan Ltd LNN.AX, Australia's second-largest brewer, on Monday, paying at a near-50 percent premium for the remaining 53.9 percent it does not already own.

Lion said the offer is worth A$12.22 a share, comprising A$11.50 a share in cash from Kirin and a fully franked cash payment of A$0.72 from Lion Nathan.

Japanese brewers are aggressively expanding, seeking growth as their home market shrinks and Australia's high margin market, which operates as a duopoly between Foster's Brewing Group Ltd (FGL.AX) and Lion Nathan, has long been cited as appealing.

"It seems reasonable," said Mark Daniels, head of equities at Aberdeen Asset Management, a Lion Nathan shareholder.

Shares in Lion Nathan, the maker of XXXX Gold and Hahn beer, have been suspended from trade since closing Wednesday at A$8.31.

The brewer said the offer valued the whole of Lion at A$8.2 billion on enterprise value, and represented 12.5 times the mean analyst forecast for 2009 earnings of A$654 million before interest, tax, depreciation and amortisation (EBITDA).

"This is a very attractive outcome," said Lion Nathan Chairman Geoff Ricketts. "It is a compelling offer at a significant premium."

Investors had said a price benchmark was the A$11.50 a share Kirin offered to pay for Lion Nathan shares as part of the funding Lion needed for a failed A$7.6 billion bid for Australian bottler Coca-Cola Amatil Ltd (CCL.AX) last year.

The offer is subject to approval from non-Kirin shareholders. ($1=A$1.39) (Additional reporting by Gyles Beckford in Wellington and Sonali Paul in Melbourne; editing by Jonathan Standing)