The deal was sealed when Kirin offered $A12.22 ($NZ15.62) a share.
The price includes $A11.50 per share to be paid by Kirin, and another A72c to be paid by Lion Nathan as a fully-franked cash component.
The deal values Lion Nathan at $A6.5 billion on an equity basis, and $A8.2 billion on an enterprise basis, Lion Nathan said in a statement.
Lion, through its Steinlager brand, is a long-time sponsor of the All Blacks.
Lion Nathan chairman Geoff Ricketts said the independent board committee of Lion Nathan would unanimously recommend that non-Kirin shareholders agree to the offer subject to formalising a satisfactory scheme implementation.
"We believe this is a very attractive outcome for Lion Nathan's non-Kirin shareholders.
"It is a compelling offer at a significant premium to Lion Nathan's share price."
The company had provided strong shareholder returns over the last few years, he said.
For Non-Kirin shareholders who did not exit the business through Kirin's initial acquisition in April 1998, the offer implied a total shareholder return of 338% compared to 101% for the ASX Standard & Poor's 200 over the same period.
"Lion Nathan understands that it will be an integral part of Kirin's growth strategy in the region and that the transaction will create exciting employment opportunities for existing management and people across the enlarged group."
At this stage, Lion Nathan management had had no engagement with Kirin on their specific roles, Mr Ricketts said.
As part of the takeover, Kirin would undertake a limited amount of due diligence and Kirin and Lion Nathan would use work to agree and execute the detailed terms of a mutually satisfactory agreement over the next seven days.
At the same time, Lion lifted its guidance for full-year net profit after reporting solid results from its beer operations in the first half of its financial year.
The full-year profit was now likely to be between $A305 million and $A315 million, up from the previous forecast $A300 million to $A315 million.
Revenue for the first half grew 5.5% to $A1.2 billion.
Earnings before interest and tax (ebit) for Lion Nathan Australia were up 14.8% to $A280.3 million.
Operations in New Zealand were "maintaining position", with ebit up 3.1% to $NZ56.5 million ($A44.5 million).
Lion Nathan Ltd said it was business as usual in New Zealand, where it employed 1300 people, as its Japanese shareholder Kirin bid for the shares it does not own in the company.
The takeover will need the approval of New Zealand's Overseas Investment Office but this is not expected to be a problem.
The company said the takeover would not affect its plan to build a $250 million brewery at East Tamaki in Auckland.
It had sold its brewery site in Newmarket.
The company's annual report shows there are 5829 New Zealand shareholders with a total 23 million shares.
ABN Amro Craigs broker Peter McIntyre said the deal took another major player out of the sector which always attracted funds.
"The company has been a stalwart of the New Zealand Stock Exchange . . .
"This will leave a big hole, even though the primary listing is in Australia."
At a glance
• Lion Nathan and Kirin agree on takeover
• Kirin will pay $A12.22 a share for the 53% of Lion it does not own
• Offer price a 47.1% premium on last week's closing price
• Lion Nathan owns Speight's Brewery, in Dunedin
