UPDATE 2-Kirin to takeover Lion Nathan in $2.5 bln deal

* Offer worth A$12.22 a share

* Pitched at 47 percent premium

* Valuation matches InBev-Anheuser Busch deal (Adds details, analyst comment)

MELBOURNE, April 27 - Japanese brewer Kirin <2503.T> agreed a $2.5 billion buy-out of Lion Nathan <LNN.AX>, Australia's second-largest brewer, on Monday, paying a full price to expand into one of the world's most profitable markets.

Kirin is buying the remaining 53.9 percent of Lion it does not already own at a 47 percent premium, as part of an aggressive move by Japanese brewers outside their shrinking home market.

The takeover would allow Kirin to tie in Lion, maker of XXXX Gold and Hahn beer, with its other businesses in Australia, dairy and juice firm National Foods and milk group Dairy Farmers.

Australia has long been an attractive market for brewers because beer sales, dominated by Foster's Brewing Group Ltd <FGL.AX> and Lion Nathan, have big profit margins.

The offer is worth A$12.22 a share, including A$11.50 a share in cash from Kirin and dividends totalling A$0.72 from Lion. The overall offer values the buy-out at about A$3.5 billion.

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

Lion shares 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, or 12.5 times analysts' forecasts for 2009 earnings of A$654 million before interest, tax, depreciation and amortisation (EBITDA).

That matches the valuation on InBev's <INTB.BR> $52 billion takeover of Anheuser-Busch last year.

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

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

"At first glance it's a reasonable offer compared to the benchmark they put on the table with the Coca-Cola Amatil deal," said Theo Maas, analyst with Fortis Investment Partners, a Lion shareholder.

Analysts put high odds on a deal going ahead.

"The probability of a successful deal remains high given Kirin's strategic rationale, its available war chest and low funding costs, the open minority register and lack of regulatory hurdles," Citi said in a note, after Lion reported an unaudited first half profit of A$176 million, up 6.9 percent, last Friday.

The offer is subject to approval from non-Kirin shareholders.

Kirin's move on Lion follows the Japanese group's deal in February to buy up to 49 percent of Philippine San Miguel Brewery <SMB.PS> for $1.4 billion. Japanese media reports have also said that it is interested in Oriental Brewery, Anheuser-Busch InBev's South Korean beer business. ($1=A$1.39)