Comcast said its upped bid has been recommended by the independent committee of Sky. The company also said it has earmarked funds to fulfill the terms of the deal.
Earlier Wednesday, Fox raised its offer to about $32.5 billion.
The two media giants have been in a bidding war for the British television group.
Fox had originally reached a deal in December 2016 to buy the part of Sky it does not already own. When the deal was first proposed, U.K. regulators expressed concerns that the merger would give Rupert Murdoch too much control over British television and newspapers.
But Fox was widely expected to win regulatory approval for the deal this week.
Shares of Comcast rose about 0.4 percent in after-hours trading following the announcement. Fox shares edged about 0.3 percent lower post-market.
Read the announcement below:
Disclosure: Comcast is the owner of NBCUniversal, parent company of CNBC and CNBC.com.