Dole has been struggling with volatile demand and low prices for bananas, its biggest-selling product. The sale of its worldwide packaged foods and Asia fresh produce businesses is set to result in a significant reduction in its $1.7 billion of net debt, as well as pay for restructuring costs.

By contrast, Japanese trading houses are keen to diversify their profit streams away from energy and mining-related businesses and have stepped up overseas acquisitions thanks to a strong yen and flush reserves of cash.

"Growth in the Japanese market will be slow, but there are growth opportunities in China, where Itochu has distribution networks like the Ting Hsin Group, as well as other Asian markets," said Akio Shibata, president of the Natural Resources Research Institute.

Japan's third-largest trading company has a stake in Ting Hsin, China's country's biggest food distribution company and the purchase will also give it Dole's ripening and distribution centers in the east and northeast of the world's most populous country. It has distributed Dole products in Japan for nearly half a century.

Itochu will also gain control of plantations growing bananas and other fruits, canneries and processing factories in Asian countries, including China, South Korea, Philippines, Taiwan and Thailand. It will have exclusive rights to the DOLE trademark on packaged food products worldwide and on fresh produce in Asia, Australia and New Zealand.

Tensions between Japan and China over disputed islands have sparked growing anti-Japan demonstrations but are unlikely to have a major impact on Itochu's plans to expand through its Dole assets as Itochu doesn't have a big brand presence in China, a separate analyst said.

"Itochu's brand is famous in the industry but not among the general public," the analyst said, requesting anonymity due to the sensitivity of discussing China.

Dole's worldwide packaged foods business-- which includes canned pineapple and frozen fruit -- and its Asia fresh produce business accounted for some $2.5 billion in revenue.

The deal will leave Dole a company that garners around $4.2 billion in annual sales and one focused on its North American fresh vegetables business and its fresh fruit businesses in North America, Latin America, Europe and Africa.

The company expects to implement restructuring steps by the end of fiscal 2013, adding that it expects the measures to result in $50 million in costs savings annually.

Dole began exploring strategic options in May and said in July it was in talks to sell or spin off its packaged foods business and was considering a deal in Asia.

Dole's lead financial advisor was Deutsche Bank Securities Inc while Wells Fargo Securities, LLC also advised on the transaction. Itochu said it would not comment on its financial advisor until after the deal is completed in November.

Dole's shares closed at $13.70 on Monday on the New York Stock Exchange. The stock is up 6.6 percent since Sept 12. after reports emerged that it was in talks with Itochu.

Itochu shares climbed 0.2 percent to end at 832 yen on Tuesday.

Itochu's purchase comes about four months after Marubeni Corp (8002.T) announced a $5.6 billion dollar deal to buy U.S. grain merchant Gavilon. Last year, Mitsui & Co (8031.T) spent a little more than $1 billion for a stake in Asia's largest hospital operator IHH Healthcare Bhd (IHHH.KL).

Prior to the deal, Itochu estimated about 15 percent of its 280 billion yen ($3.6 billion) net profit for the current business year will come from its food business, compared to the almost 40 percent expected from its metals division. ($1 = 78.8150 Japanese yen)

(Additional reporting by Ashutosh Pandey in Bangalore, Yuko Inoue and James Topham in Tokyo; Editing by Edwina Gibbs)

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