UPDATE 1-Australia's Intoll recommends $3 bln CPPIB offer

* Offer values Intoll at A$3.4 bln; upped slightly

* CPPIB's new push into Australia after failed Transurban bid

* Bid follows due diligence; no sign of rival bidders

* Needs approval from big shareholders like Macquarie (Adds detail)

SYDNEY, Aug 27 (Reuters) - Australian toll-road operator Intoll Group ITO.AX has recommended a A$3.4 billion ($3.01 billion) takeover bid from Canada Pension Plan Investment Board (CPPIB) after Canada's second-biggest pension manager slightly enhanced its earlier offer.

The deal, which will need approval from major shareholders, including Abu Dhabi Investment Authority and Macquarie Group (MQG.AX), is CPPIB's second push to buy an Australian toll-road group after a joint bid with Ontario Teachers Pension Plan Board for Transurban (TCL.AX) collapsed earlier this year.

Intoll said CPPIB had proposed paying A$1.52 per Intoll stapled security, which it said was a 2.5 cent enhancement based on current exchange rates to its initial proposal on July 15.

Intoll said the cash and scrip offer valued the firm at A$3.4 billion.

It compared to the previous offer of C$1.186 plus 23 Australian cents a share which would have valued Intoll at A$3.39 billion based on current share prices, according to Reuters calculations.

Intoll shares closed at A$1.455 on Thursday and will open at 0100 GMT, an hour later than usual.

"CPPIB is offering a highly attractive premium to pre-15 July 2010 Intoll trading prices, one which better reflects the directors' view of the value of the assets in light of market conditions post the global financial crisis and particularly the increase in the cost of capital," Intoll Chairman Paul McClintock said.

CPPIB made an indicative offer for Intoll last month, sending shares in the target up 30 percent at the time.

Infrastructure assets such as toll-roads and airports are hot targets for global pension funds because of their stable, long-term revenue streams. With ageing populations, the funds must be able to pay higher contributions in coming decades. Canadian pension funds, with their deep pools of capital and an ability to hold investments for long periods, are seen as a new breed of financial investor that can out-muscle buyout firms. [ID:nLDE63Q11N]

Intoll said Friday the proposal also included a scrip and cash alternative which included 1.0237 securities in CPPIB's unlisted subsidiary bid vehicle per Intoll stapled security and 224 cents cash per Intoll security. Shareholders could also select a combination of the two.

While Intoll's board recommended the cash offer, it would not provide a recommendation for the scrip and cash alternative.

Intoll's major shareholders include the Abu Dhabi Investment Authority which raised its stake in Intoll to 9.9 percent in May, Macquarie with 18 percent and Lazard Asset Management with 10.7 percent. Ontario Teachers Pension Plan Board owns 1.8 percent.

Intoll, which manages interests in the Westlink M7 motorway in Sydney and the 407 ETR in Toronto, separated from Macquarie Infrastructure Group in January and cut its management ties with Macquarie Group. (Reporting by Michael Smith; editing by Balazs Koranyi)