UPDATE 1-Australia's Namoi Cotton asks investors to accept Olam Agri's $96 mln bid

(Updates with background, details in paragraphs 2-7)

May 31 (Reuters) - Namoi Cotton on Friday asked its shareholders to accept Singapore-based agribusiness Olam Agri's A$144.9 million ($96.08 million) takeover offer for the cotton processing company.

The affiliate Singapore's Olam Group and Dutch commodity merchant Louis Dreyfus Company (LDC) have been engaged in an international bidding war to take control of Namoi, which would help them expand their footprint in Australia.

Olam already owns ginning facilities in parts of the country, whereas LDC previously acquired U.S.-based Dunavant Enterprises' cotton operations in Australia.

Last week, Namoi had asked shareholders to reject Louis Dreyfus' A$138.6 million offer, saying it was not fair and reasonable in light of Olam's offer.

An independent expert said Olam Agri's A$0.70 per share offer is at a premium to LDC's bid and provides cash certainty, the company said.

LDC, which has increased its stake in Namoi to 18.02%, has also said it will not accept Olam's offer with respect to any of the shares it holds.

However, Samuel Terry Asset Management, Namoi's largest shareholder with a 25% stake, has said it intends to accept Olam's offer.

($1 = 1.5081 Australian dollars) (Reporting by Sneha Kumar; Editing by Alan Barona and Arun Koyyur)