SYDNEY, Oct 26 (Reuters) - Australia's ELMO Software said on Wednesday it has agreed to a near-A$500 million ($319 million) takeover from Los Angeles-based K1 Investment Management.

The U.S. group offered A$4.85 per share in cash for the cloud-based software solutions business that operates in Australia, New Zealand and the United Kingdom.

The offer is a 100.4% premium to the closing share price on Oct. 12, the day before ELMO announced it had received approaches expressing interest in a takeover. ELMO's shares on Wednesday shot 41% higher, erasing a 27% loss incurred so far in 2022 ahead of the takeover.

The bid was recommended to shareholders by ELMO's independent board committee, the company said.

ELMO's chief executive Danny Lessem, who owns 11% of the company's stock, is backing the deal and will tip 70% of his investment into a K1 vehicle instead of receiving cash. He will vote in favour of the offer as a separate class of shareholder, the company said.

Two of ELMO's biggest investors, JLAB Investments and the Garber Family Trust, have also backed the bid, ELMO's statement on Wednesday said.

"The likelihood of an interloper appears low given unanimous board recommendation plus ELMO's two largest shareholders, with 23.4% ownership in total, both confirming they intend to vote or recommend all shares held and controlled in favour of the scheme in the absence of a superior proposal," said Garry Sherriff, head of Australian equity research at RBC Capital Markets.

Since K1 is an overseas firm the takeover will require approval from Australia's Foreign Investment Review Board.

K1's bid for ELMO beat other suitors including Accel-KKR which had been circling the company for the past few months, according to two sources with direct knowledge of the matter.

The sources could not be named as the information was not yet made public.

Accel-KKR declined to comment to Reuters. ($1 = 1.5672 Australian dollars) (Reporting by Scott Murdoch in Sydney; Editing by Kenneth Maxwell and Muralikumar Anantharaman)