The board of London-listed pharmaceutical firm Shire confirmed on Monday it had entered "detailed" discussions with US firm Abbvie after receiving an improved takeover offer of £31.3bn.
Shire said it was ready to recommend a deal which would value it at £53.20 per share - a rise of more than £2 per share on its last bid less than a week ago.
Under the terms of the cash and stock offer AbbVie, which wants to buy Shire to cut its tax bill and diversify its product line-up, would own 75% of the new entity.
Dublin-based Shire, which makes drugs to treat rare diseases, had rejected four earlier offers and asked AbbVie to sweeten its offer in order to recommend an agreement.
Discussions are taking place in an effort to complete a deal.
It would give AbbVie an opportunity to reduce its tax bill by shifting its tax base from the United States to the UK, where corporate tax rates are significantly lower.
The company is also under pressure to secure new products as it currently gets nearly 60% of its revenue from rheumatoid arthritis drug Humira, the world's top-selling medicine, which loses US patent protection in late 2016.
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