UPDATE 2-Shares in sunglasses maker Marcolin drop as sale agreed

* Italian eyewear maker sells 78.4 pct stake to PAI

* Agreed price is 4.25 euros/share, below Friday's close

* Offer values Marcolin between rivals Luxottica, Safilo

* PAI to launch squeeze-out offer on remaining stock

* Shares fall 12 percent

By Lisa Jucca and Antonella Ciancio

MILAN, Oct 15 (Reuters) - Private equity fund PAI Partners has agreed to buy a four-fifths stake in Italian sunglasses maker Marcolin for 207 million euros ($268.42 million) and bid for all remaining shares, it said on Monday.

The offer price of 4.25 euros per share was below market expectations of 4.8 euros a share when reports about the sale first emerged last week, sending shares in Italy's No.3 eyewear manufacturer sharply down.

A rare European buyout of a publicly-listed company since the credit crisis, the purchase of Marcolin could herald a small wave of similar deals as Advent makes a bid for German retailer Douglas and Carlyle Group pursues defence group Chemring.

The deal values the maker of sunglasses for brands including Tod's and Diesel at about 8 times forecast 2012 earnings before interest, tax, depreciation and amortisation (EBITDA) of 33.5 million euros.

Marcolin, which ranks third in the Italian market by sales, is valued between bigger domestic competitors Luxottica and Safilo, which trade respectively at 10.2 times and 5.5 times their EBITDA forecasts.

Marcolin, which has a market capitalisation of 297 million euros and almost no debt, booked revenues of 244 million euros in 2011 and EBITDA of 34.2 million euros.

PAI is buying a 78.4 percent stake and will launch an offer for all remaining stock at the same price of 4.25 euros a share, seeking to de-list Marcolin, PAI said in a statement.

"We see excellent potential to develop the business, both in Europe, the United States and particularly in emerging markets, where demand for these products is rapidly increasing," PAI partner Raffaele Vitale said.

SHARES DOWN 12 PCT

Marcolin is among a number of family-backed personal goods makers tapping private investors to fund their growth in foreign markets as the recession hurts domestic spending in Europe.

Private equity group Advent launched a bid on Monday for a majority stake in Douglas in partnership with the founding Kreke family, hoping to turn around the loss-making German books-to-perfumes retailer.

Marcolin is managed through a pact under which the Marcolin family is the main shareholder alongside Diego Della Valle, owner of luxury shoe maker Tod's.

Della Valle and his brother Andrea each own 20 percent, while the Marcolin family owns around 30 percent. The pact between the main shareholders was due to expire on Dec. 14, 2013.

The Marcolin family, the Della Valle brothers and shareholder Antonio Abete will take a stake in the bidding vehicle - Cristallo SpA - and hold a combined 15 percent of Marcolin at the end of the transaction, PAI said.

PAI has invested in several consumer companies including retailers such as Italy's Gruppo Coin and airport duty free retailer The Nuance Group.

Rival buyout firm BC Partners bought Coin from PAI last year in a deal valuing the company at close to 1.3 billion euros including debt, well above the price PAI paid when it invested in the retailer in 2005.

The Marcolin deal, which needs regulatory approval, is expected to close by end-November.

Marcolin's shares, which were suspended from trading pending the announcement, closed down 12 percent at 4.20 euros on Monday. The stock had closed at 4.782 euros on Friday.