Electrical equipment and distribution companies Hagemeyer and Rexel, of France, are in exclusive talks about a $4.6 billion buyout, the companies said Monday.
Rexel would pay 4.85 euros ($7.13) per share, or around 3.13 billion euros.
Rexel last month said it intended to make a bid for Hagemeyer at 4.60 euros ($6.76) per share, but Hagemeyer's management rejected that offer as too low and "unsolicited."
The Naarden, Netherlands-based company said Monday it had agreed "to exclusive negotiations aimed at finalizing an agreement under which Rexel would make an all cash offer ... and Hagemeyer's management and supervisory boards would recommend this revised proposed offer."
Hagemeyer's shares rose 1.3 percent to 4.72 euros ($6.94) in Amsterdam.
Rexel has said it intends to sell selected Hagemeyer operations in the U.S., Asia and Europe to a rival French company, Sonepar, once the deal is closed, retaining European operations with annual sales of around 3.6 billion euros ($5.1 billion).
Rexel has not yet made a formal offer and Hagemeyer said the bid is subject to "high-level due diligence" to begin this week.
Shares in Rexel rose 0.8 percent to 14.32 euros ($21.03) in Paris.