The offer, which totals £492 million in cash, beat Pendragon’s offer of £450 million which had been accepted by Reg Vardy, but which was then subsequently withdrawn.
Ken Surgenor, chief executive of Lookers, said: 'Reg Vardy and Lookers have a high degree of complementary geographic and manufacturer presence.
'The merger of our respective businesses represents an outstanding cultural and operational fit.'
John Standen, chairman of Reg Vardy, said: 'Lookers’ offer represents significant value to our shareholders.'
Standen also said the Reg Vardy board would advise shareholders not to accept the 800 pence per share offer from Pendragon.
The deal is still subject to the approval of Reg Vardy shareholders. The deal is expected to be completed in March.
The Reg Vardy Group has 102 franchised and non-franchised dealership operations. Its car division includes franchises from Alfa Romeo, Aston Martin, BMW and MINI, Chevrolet, Citroen, Fiat, Ford, Jaguar, Kia, Land Rover, Mercedes-Benz and Smart, Nissan, Renault, Vauxhall and Volkswagen.
For the year to April 30, 2005 its consolidated turnover was £1,717.9m (2004: £1,1610.4m) and profit before tax was £43.8m (2004: £45.6m).
Lookers operates a network of more than 100 dealerships, vehicle servicing and parts distribution facilities. The company represents 13 volume manufacturers and 10 premium carmakers, with the majority of sites in the north west and Northern Ireland.
In the year ended December 31, 2004 Lookers' consolidated turnover was £1,093.8m (2003: £961.4m) and profit before tax was £26.5m (2003: £14m).