Gebr. Knauf will pay $44 per USG share. That includes $43.50 per share in cash payable once the transaction closes and a special dividend of 50 cents per share that would be paid after shareholders approve the deal.
Berkshire Hathaway and its subsidiaries, which own about 31 percent of USG's outstanding stock, have agreed to vote in favor of the transaction.
USG will keep its headquarters in Chicago.
The deal is expected to close early next year.
Shares of USG rose more than 3 percent in Monday premarket trading.