Vodafone has agreed with the board of Germany's leading cable TV firm Kabel Deutschland to buy the business for 7.7bn euros (£6.6bn; $10bn).
Kabel Deutschland's board said it would recommend that shareholders accept the offer
Vodafone is offering shareholders 87 euros per share in cash, a bid the Kabel board said it would now recommend to shareholders.
Vodadone had faced a potential bidding war with John Malone's Liberty Global after it made a rival offer.
Liberty had proposed an offer thought to be worth about 85 euros per share.
Vodafone's offer included the purchase price of 84.50 euros per share plus the 2.50-euro dividend announced by Kabel in February - a bid Kabel's management considered "attractive for shareholders."
It "adequately reflects both the strategic value of Kabel Deutschland to Vodafone and the company's growth prospects," Kabel said in a statement.
The acquisition would mark a change in strategy for Vodafone, which has largely focused on mobile phone services in Europe.
The deal will give Vodafone access to 32.4m mobile customers, 5m broadband and 7.6m TV customers in Germany.
"German consumer and business demand for fast broadband and data services continues to grow substantially as customers increasingly access TV, fixed and mobile broadband services from multiple devices in the home and workplace and on the move," Vodafone chief executive Vittorio Colao said in a statement on Monday.
"The combination of Vodafone Germany and Kabel Deutschland will greatly enhance our offerings in response to those needs."
Liberty, which owns the UK's Virgin Media, also had made a preliminary approach, with market analysts suggesting the offer could be in the region of 7.5bn euros (£6.3bn). The company had declined to give details.
Liberty's bid is the latest move in an ongoing mission by billionaire founder John Malone to expand its presence in Europe.
Liberty Global bought UK cable TV operator Virgin Media for $23.3bn earlier this year.
Kabel Deutschland shares were up 2.02% on the news, and Vodafone gained 1.5%.