CORRECTED - CORRECTED-UPDATE 3-Japan Tobacco, Nissin to buy Katokichi in $1

(In story sent Nov 22, corrects 11th paragraph to clarify that Merrill Lynch is advising Katokichi, not Japan Tobacco)

By Taiga Uranaka and Yuko Inoue

TOKYO, Nov 22 (Reuters) - Japan Tobacco Inc (2914.T: Quote, Profile, Research, Stock Buzz) (JT) said on Thursday it and Nissin Food Products Co (2897.T: Quote, Profile, Research, Stock Buzz) will buy frozen-food firm Katokichi Co 2873.T in a $1 billion tender offer as JT seeks growth away from stagnating tobacco sales.

The deal is the latest of a series by companies being hit by Japan's rapidly ageing population and a decline in their mainline products like cigarettes, cup noodles and beer in the home market, and are forced to look elsewhere for growth.

Top Japanese brewer Kirin Holdings Co (2503.T: Quote, Profile, Research, Stock Buzz) this month said it would buy Australian dairy and juice producer National Foods for $1 billion from Philippine partner San Miguel Corp (SMC.PS: Quote, Profile, Research, Stock Buzz).

The deal would give JT and Nisshin greater access to Japan's growing frozen-food market.

JT said the move is part of its strategy to seek growth from areas other than the domestic tobacco business.

"With domestic volume on a decline for demographic factors, the global tobacco business is our growth driver. And the food business has been positioned as our next pillar," JT CEO Hiroshi Kimura told a joint news conference.

"For the past years, we have been pursuing organic growth, but in the current mid-term business plan, we have said we would do M&As in the global tobacco and food businesses."