Altadis said on Friday private equity groups CVC and PAI have made a 12.8 billion euro ($17.42 billion) offer for the Franco-Spanish tobacco group, trumping an offer by Britain's Imperial Tobacco.
The consortium's 50 euro a share bid is 3 euros a share higher than Imperial's, which has spent the last seven weeks trying to persuade the board of Altadis to agree a friendly deal for the maker of Gauloises cigarettes and Cohiba cigars.
Altadis said the private equity bid was dependent on gaining access to Altadis's books and a recommendation from its board.
Altadis said its board would meet in the coming days to discuss the offer, which is also conditional on acceptance for 75% of the shares.
Altadis shares were suspended shortly before the announcement, trading at 48.52 euros, and were due to resume trading at 1215 London time.