UPDATE 2-Morse agrees 70 mln stg takeover by 2e2

* Offer of 51p/shr at 24 pct premium to Thursday close

* 2e2 CEO says deal to add to earnings immediately

* 54 pct Morse shareholders support deal

* Shares up 5.2 pct (Adds comments by CEOs, analyst, updates share movement)

By Shivani Singh

BANGALORE, April 26 (Reuters) - Britain's Morse Plc MOR.L said privately held 2e2 Ltd agreed to buy the IT services and technology firm for about 69.8 million pounds ($107.3 million) in cash to expand its operations in the UK and Europe.

The provider of networking, security, application and managed services' acquisition of peer Morse, which also provides management consultancy, would immediately add to earnings, 2e2's Chief Executive Terry Burt told Reuters.

The offer at 51 pence a share represents a premium of 23.6 percent to the company's closing price on April 22, the last business day prior to the commencement of the offer period.

"From a shareholder point of view we felt that the offer from 2e2 was fair and reasonable to them considering that within the last 18 months the share price has been as low as 5 pence," Morse's Chief Executive Mike Phillips said

About 54 percent of Morse shareholders including its largest shareholder Gartmore Investment Management, which owns just under a 30 percent stake, have agreed to support the deal, Phillips said.

"Our largest shareholder has indicated that someone would have to come at a larger premium to the 51 pence in order for them to change their mind," Phillips said. Morse had received takeover approaches for 25 pence per share last year.

The deal is expected to close on June 24.

"Given the (Morse's) valuation, and interest shown in this segment by BPO companies, consolidators, Americans and offshore, investors should hang on until the 11th hour -- there could well be another bid," Panmure Gordon analyst George O'Connor said in a note to clients.

Morse trades at 9.8 times forward earnings, according to StarMine data. The combined earnings before interest, tax, depreciation and amortisation (EBITDA) of 2e2 and Morse for the year ended Dec. 31 was 40 million pounds on sales of 414 million pounds.

2e2, incorporated in England and Wales, provides technology services in the UK, Channel Islands and the Netherlands. It is majority owned by Duke Street Funds.

2e2, which has acquired 13 businesses since 2003, said it plans to fund the acquisition by way of new capital of 85 million pounds to be provided by investment company Hutton Collins in exchange of new shares and loan notes.

In a separate statement, Morse said it had seen an improvement in adjusted EBIT for the third quarter ended March 31.

Shares of Morse touched a new 21-month high and were trading up 5.2 percent at 50.50 pence at 1357 GMT on Monday on the London Stock Exchange. ($1=.6503 Pound) (Additional reporting by Purwa Naveen Raman; Editing by Vinu Pilakkott, Jarshad Kakkrakandy)