AMEC has made a $3.2bn (£1.9bn) recommended offer to takeover Foster Wheeler, the international engineering and project management business.
Under the deal, Foster Wheeler shareholders are to receive 0.9 new AMEC shares and $16 in cash, valuing the US group at $32 a share.
Samir Brikho, the AMEC chief executive, said: "The combination of our two businesses, AMEC and Foster Wheeler, would be financially and strategically attractive.
"As well as positioning us across the whole oil & gas value chain and providing scale in our growth regions, we would expect double-digit earnings enhancement in the first twelve months. I believe it would be a compelling proposition for our shareholders, customers and employees."
He called the deal transformational for the British engineer.
The $1,6bn (£968m) cash component of the possible offer is expected to be financed by a combination of AMEC's existing cash resources and new debt financing.
Shares in AMEC shares closed at £10.79 in London on Friday,
AMEC will also list in the United States.
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