The offer is 10 per cent higher than the revised offer made by management buy-out vehicle Book Store Acquisitions on Tuesday.
HMV said it has received undertakings to accept the offer in respect of about 6.5 million Ottakar's shares, representing approximately 30 per cent. of the existing issued share capital of Ottakar's.
HMV Group intends to seek a recommendation for the offer from the bookseller's independent directors.
HMV Group chief executive Alan Giles said: 'The acquisition of Ottakar's is an exciting step forward for our Waterstone's business. The store portfolios of Ottakar's and Waterstone's are highly complementary and the combined group will be better positioned to provide customers with a wider and more relevant choice of titles and an attractive programme of promotional offers.
'The acquisition is well timed because it is made at a point where Waterstone's is embarking on a new phase of growth. It is expected to be earnings enhancing, pre-exceptionals, from the first full year of acquisition and to exceed our cost of capital by the end of the second full year.'
HMV also announced that former Booker managing director Gerry Johnson will become the new Waterstone's MD, effective from October 1.
Analyst Richard Ratner said: 'With 30 per cent irrevocable acceptances, it's all over bar the Competition Commission.'
Ottakar's management was unavailable for comment.
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