Japan's Asahi closes in on SABMiller's Peroni and Grolsch

* Asahi, AB InBev in exclusive talks following $2.9 bln bid

* Asahi eyes overseas expansion beer sales fall in Japan

* AB InBev seeking antitrust approval for SABMiller (Xetra: BRW1.DE - news) takeover (Adds financial details from source)

By Pamela Barbaglia, Edwina Gibbs and Martinne Geller

LONDON/TOKYO, Feb 10 (Reuters) - Japan's Asahi Group Holdings said it is in exclusive talks to buy SABMiller's Peroni, Grolsch and Meantime beer brands for 2.55 billion euros ($2.9 billion), as it looks to offset slow growth in its home market.

The sale of the European brands is being orchestrated by Anheuser-Busch InBev, which is trying to secure antitrust approval for its $100 billion-plus takeover of SABMiller, agreed last year.

Asahi is Japan's biggest brewer with 38 percent of its home market, where a shrinking population and the increasing popularity of wine have weighed on beer sales over two decades.

With Peroni, Grolsch and Meantime, the company would diversify its footprint with sizeable positions in the premium beer segments of Italy, Britain and the Netherlands, and new distribution opportunities for its namesake Asahi Super Dry.

Asahi said it was buying the overseas businesses for growth, while its home market will remain its profit mainstay.

"For Asahi this is the answer to a prayer," said a source familiar with the matter.

The $2.9 billion price tag represents an estimated multiple of 21.5 times the brands' earnings before interest, tax, depreciation and amortisation (EBITDA), according to Nomura analysts. They say that compares to a multiple of 17.1 times EBITDA that AB InBev is paying for SABMiller.

"We believe that the high multiple likely reflects competitive tension as well as low borrowing costs in Japan," Nomura said in a note.

However, the source said Asahi had based its offer on an EBITDA figure of 170 million euros, a multiple of only 15 times.

The offer is on a debt and cash free basis and hinges on regulatory approval of AB InBev's purchase of SABMiller, which is expected later this year.

Asahi and AB InBev, the world's biggest brewer, have agreed to a period of exclusivity while they conduct the relevant employee information and consultation processes.

Reuters previously reported that AB InBev had received offers from U.S (Other OTC: UBGXF - news) . private equity firm KKR & Co LP, Fraser and Neave Ltd, which is part of Thai Beverage (Dusseldorf: T6W.DU - news) , and European investment firms PAI Partners SAS, EQT Corp and Jacobs Holding.

AB InBev, which makes Budweiser and Stella Artois, is making the biggest acquisition in consumer goods history with the purchase of London-listed SABMiller. It has already agreed to sell SAB's majority-stake in U.S. venture MillerCoors to Denver-based venture partner Molson Coors for $12 billion.

Questions remain over the future ownership of SABMiller's Chinese joint venture CR Snow.

Asahi was advised by Rothschild, while AB InBev was advised by Lazard and Deutsche Bank (Other OTC: DBAGF - news) . Legal advisers were Hogan Lovells for SAB and Freshfields Bruckhaus Deringer for AB InBev. ($1 = 114.4600 yen) ($1 = 0.8886 euros) (Reporting by Martinne Geller and Pamela Barbaglia in London, Ritsuko Ando in Tokyo and Robert-Jan Bartunek in Brussels; Editing by Keith Weir and Alexander Smith)