* Enoc bids 455 p/share, values Dragon at 2.36 bln sterling
* Independent committee recommends bid
* Analysts, investors say bid not generous but likely to win
* Dragon shares rise 9 percent
(Adds Enoc, investor comment; updates shares)
By Tom Bergin and John Irish
LONDON/DUBAI, Nov 2 (Reuters) - Dubai's Emirates National Oil Company (Enoc) agreed to pay $1.9 billion to take control of Dragon Oil in a further push by the state-owned refiner into exploration, even as the emirate grapples with a huge debt burden.
Dragon's committee of independent directors advised investors to accept the 455 pence a share bid for the 48 percent of the Turkmenistan-focused oil explorer that Enoc does not own. The offer values Dragon at 2.36 billion pounds ($3.88 billion).
Analysts and investors said the stock was probably worth more but it was the best offer shareholders were going to get.
One of Dragon's 10 largest minority shareholders said the offer was fair, given the "limited upside" in Turkmenistan, where uncertainty over energy reserves has cooled foreign interest in the sector's oil and gas infrastructure.
"In my view this is a fair deal and the shareholders should accept it," said the investor, who asked not to be named.
A hedge fund manager, who holds the stock, said it had "a good chance of success," while Merrill Lynch analyst Taleh Musayev said "given that another bidder is not likely to emerge, the offer is likely to go through."
However, Peter Hutton at NCB brokers said investors should hold out for more and raised his price target to 805 pence.
Dragon said in a statement on Monday the offer was at a 34.6 percent premium to Dragon's closing price on the last trading day before the bid approach.
Analysts at Merrill Lynch and Mirabaud said the bid values Dragon's proven plus probable reserves at around $4.70 a barrel.
Dragon shares traded up 8.72 percent at 445-3/4 pence by 1354 GMT.
NATURAL HEDGE
Enoc is a downstream-focused company, owned by the emirate's sovereign wealth fund Investment Corporation of Dubai. Enoc operates service stations, fuel terminals and oil tankers in the Gulf region, and so far its investment in Dragon has largely been financial, industry sources said.
Saeed Abdullah Khoory, Enoc Group Chief Executive, said the deal "fits ENOC's aim to become a vertically integrated oil and gas group."
"The natural hedge between ownership of upstream assets and running a downstream marketing business strengthens the group's financial position," Khoory said in an emailed response to Reuters questions.
Enoc will fund the bid from its own cash and debt provided by Standard Chartered and the National Bank of Dubai, part of Emirates NBD, Dragon said. A person familiar with the matter said the deal was about three-quarters debt-funded.
However, any debts taken on to fund the acquisition need not be a drain on Dubai or Enoc for long.
Dragon had almost $900 million in cash on its balance sheet at end-June -- which some analysts said it should have spent on acquisitions earlier this year when oil field prices were low. Enoc could use that cash to repay some debt while Dragon's strong cashflow -- the company generated $120 million in the first half -- could sustain a high level of gearing.
TOURISM
Dragon's main assets are oil and gas fields in Turkmenistan, which has become a focus for international oil companies in recent years after a change in leadership led to a more open approach toward foreign investment.
The Dragon Oil purchase is the first major acquisition by a Dubai government entity in more than two years and comes as the emirate seeks to restructure a debt pile of about $80 billion.
Dubai, one of seven emirates that make up the United Arab Emirates, leapt into the spotlight as a tourism hub during a six-year oil-fuelled boom, but the downturn rocked foundations based on excess lending and a transient expatriate population.
Last week, Dubai returned to the fixed-income markets, raising $1.9 billion in this year's biggest Islamic bond sale from the Gulf Arab region, as part of a $6.5 billion borrowing programme.
Dragon Oil was advised by HSBC and Davy Corporate Finance. Standard Chartered bank advised Enoc. ($1=.6090 POUND) (Additional reporting by Quentin Webb in London; Editing by Hans Peters and Simon Jessop)