REFILE-UPDATE 2-Roxar recommends $179 mln Emerson takeover bid

(Corrects spelling of "Kongsberg" in last paragraph)

* Emerson bids 5.20/share for Norwegian Roxar

* Premium of 49 pct to Roxar's Friday close

* Shareholders with 41 pct of Roxar stock have accepted

* Emerson to finance deal through existing cash balances

* To assume $212 mln of Roxar debt

(Adds details, updates share price)

By John Acher

OSLO, March 2 (Reuters) - U.S. industrial group Emerson Electric Co (EMR.N) bid around $179 million or 5.20 Norwegian crowns per share for Norwegian oilfield technology firm Roxar ASA ROX.OL, the companies said on Monday.

"Roxar's board has unanimously resolved to recommend the offer," they said in a joint statement.

The bid is at a premium of 49 percent to Roxar's Friday closing price of 3.50 crowns. Roxar shares leapt to 5.18 crowns before easing to 5.12 by 0836 GMT, still up 46 percent, making the stock the top performer on a falling Oslo bourse .OSEBX.

Roxar was acquired by CorrOcean from private equity investors in 2007 for 6 crowns per share and subsequently listed on the Oslo bourse. The stock peaked at 7.47 crowns in January 2008.

Shareholders with about 41 percent of Roxar's stock, including the members of the board and management who hold shares, have agreed to accept the offer, they said.

Emerson will finance the acquisition through existing cash balances and is not subject to any financing, the firms said.

"The voluntary offer is expected to close in April 2009, assuming satisfaction of all conditions," they said.

Emerson will assume about $212 million of Roxar debt upon completion of the acquisition, they said.

Emerson said Roxar, which makes metering and monitoring equipment and software for the offshore oil and gas industry, would strongly complement its business.

"Our oil and gas customers will benefit from the more complete product and service offering that will result from this strategic combination," Emerson Executive Vice President Steven Sonnenberg said in the statement.

In January, Roxar opened its books to suitors after Norwegian conglomerate Kongsberg Gruppen (KOG.OL) raised its stake to 15.5 percent and U.S. oilfield services company FMC Technologies (FTI.N) bought a 10.3 percent stake last year. (Editing by Simon Jessop and David Holmes)