PARIS - French-based Icade will buy Compagnie la Lucette, another real estate firm, from Morgan Stanley to create a entity with a portfolio of over 5.7 billion euros ($8.2 billion).

Icade will offer two of its shares plus 32.50 euros for 21 Lucette shares in the two-stage transaction.

Initially, Icade will buy a 35 percent stake in Lucette for 9.61 euros per share, or 87.6 million euros. In the first quarter it will acquire another 59.5 percent in exchange for shares that will give the Morgan Stanley fund a 4.5 percent stake in Icade.

This will make Icade the second-biggest stakeholder in Lucette after state-owned CDC.

Icade said it expected a significant boost to 2010 net recurrent cash flow per share.

(1 euro = $1.433)

(Reporting by Marcel Michelson; Editing by Richard Chang)

Investment Morgan Stanley