Aer Lingus's board has recommended an improved 1.36 billion-euro ($1.52 billion) takeover offer from the owner of British Airways, International Consolidated Airlines Group (IAG), the airline said.
The new proposal by IAG is its third in sixth weeks. It is worth 2.55 euros per share, up from a previous 2.40 euros, and includes a cash offer of 2.50 per euros share and a cash dividend of 0.05 euros per share.
Aer Lingus said its recommendation is subject to being satisfied with how IAG proposes to address the interests of its two largest shareholders; budget airline Ryanair and the Irish government.
Ryanair has admitted defeat in its takeover bid for Aer Lingus but vowed to fight the decision in the courts.
The European Commission told the airline that the 694 million euro (£596.7 million) buyout plan would be rejected.
The low-cost carrier claimed European chiefs were holding it to much higher standards than any other EU airline.
Ryanair spokesman Robin Kiely said: "It appears clear from this morning's meeting that no matter what remedies Ryanair offered, we were not going to get a fair hearing and were going to be prohibited regardless of competition rules."