UPDATE 2-Germany's CompuGroup makes takeover approach to Agfa

* CompuGroup has given Agfa indication of interest

* Says discussions are at an early stage

* Agfa says to evaluate approach

* Shares in Agfa jump 6 pct, CompuGroup down 3.7 pct (Adds share prices, analyst comment)

By Maria Sheahan and Robert-Jan Bartunek

FRANKFURT/BRUSSELS, Oct 28 (Reuters) - German medical software company CompuGroup Medical has approached Belgian graphics group Agfa-Gevaert about a possible takeover, the two companies said on Friday.

Agfa makes medical IT products, which would add to CompuGroup’s range of software for doctors’ offices, pharmacies and hospitals, and also has a portfolio of other products including X-ray machines.

The combined company would have annual sales of more than 3 billion euros ($3.3 billion).

CompuGroup said it had given Agfa’s board of directors a non-binding indication of interest but said it was not certain that it would end up making a firm offer.

“The discussions between the companies are at an early stage. No response has been given to the indication of interest and CompuGroup Medical SE has not been able to verify or discuss any of the assumptions and conditions underlying its indication of interest,” CompuGroup said.

Agfa, whose market value has shrunk by a third to 616 million euros this year, said its board would evaluate CompuGroup’s approach carefully.

The news sent shares in Agfa up 6.2 percent to a six-month high of 3.80 euros.

CompuGroup shares were down 3.7 percent in early trade, with traders citing concerns that the German company would be overtaxing itself with a takeover of Agfa.

“We think a takeover offer by CompuGroup will only occur if they have a solution for Agfa Graphics and the 1.25 billion euros pension liabilities in hand,” analysts at KBC said in a note to clients.

CompuGroup has grown through a series of bolt-on acquisitions in recent years, most recently buying a majority in Vega, an Italian distributor of its software, last month.

Agfa, which in 2004 sold its eponymous camera film business which made it a household name, is active in the printing and medical imaging business.

Its healthcare business accounts for about 40 percent of its 2.6 billion euros in annual revenue.