UPDATE 2-Britain's Morrisons agrees $8.7 bln offer from Fortress Investment Group

* Fortress offers 254 pence a share

* Tops CD&R's proposal of 230 pence

* Fortress approached Morrisons on May 4

* Morrisons says Fortress would be suitable owner

(Adds detail, Morrisons chairman, Fortress comment)

By James Davey

LONDON, July 3 (Reuters) - Morrisons has agreed a takeover offer from Fortress Investment Group, which values Britain's fourth largest supermarket operator at 6.3 billion pounds ($8.7 billion), and tops a rival bid proposal from a U.S. private equity firm.

The offer from Fortress, which is backed by Canada Pension Plan Investment Board and Koch Real Estate Investments, exceeds a 5.52 billion pound proposal from Clayton, Dubilier & Rice (CD&R), which Morrisons rejected on June 19, saying it was far too low.

“The Morrisons directors believe that the offer represents a fair and recommendable price for shareholders which recognises Morrisons’ future prospects," said Chairman Andrew Higginson.

"We have looked very carefully at Fortress’ approach, their plans for the business and their overall suitability as an owner of a unique British food-maker and shopkeeper with over 110,000 colleagues and an important role in British food production and farming," he said.

Fortress is a global investment manager with about $53 billion in assets under management as of March.

"We are committed to being good stewards of Morrisons to best serve its stakeholder groups, and the wider British public, for the long term," said managing partner, Joshua A. Pack.

Under the terms of the deal, which Morrisons' board is recommending to shareholders, investors would receive 254 pence a share, comprising 252 pence in cash and a 2 pence cash dividend.

Morrisons, based in Bradford, northern England, started out as an egg and butter merchant in 1899. It now only trails market leader Tesco , Sainsbury's and Asda in annual sales.

Morrisons owns 85% of its nearly 500 stores and has 19 mostly freehold manufacturing sites. It is unique among British supermarkets in making over half of the fresh food it sells.

It said the offer represents a premium of 42% to its closing share price of 178 pence on June 18 - the last business day before CD&R's proposal.

Shares in Morrisons closed on Friday at 243 pence, valuing the business at 5.8 billion pounds.

FIVE PROPOSALS

CD&R had no immediate comment.

Under British takeover rules CD&R has until July 17 to come back with a firm offer.

Morrisons has a partnership agreement with Amazon and there has been speculation it could emerge as a possible bidder too.

Morrisons said an initial unsolicited proposal was received from Fortress on May 4 at 220 pence a share. This offer was not made public. Fortress then made four subsequent proposals before its offer reached a total value of 254 a share on June 5.

The Fortress deal underlines the growing appetite for UK supermarket groups, seen as attractive because of their cash generation and freehold assets.

In February, Zuber and Mohsin Issa and private equity firm TDR Capital purchased a majority stake in Asda from Walmart

in a deal valuing the UK grocer at 6.8 billion pounds.

That transaction followed Sainsbury's failure to take over Asda after an agreed deal was blocked by Britain's competition regulator in 2019.

In April, Czech billionaire Daniel Kretinsky raised his stake in Sainsbury's to almost 10%, igniting bid speculation.

($1 = 0.7235 pounds)

(Reporting by James Davey; Editing by Jane Merriman)

((james.davey@thomsonreuters.com))