The board of eircom has formally recommended that the company be sold to the Australian investment group, Babcock and Brown, in a deal worth €2.4 billion.
Shareholders will receive €2.20 per share.
Eircom will also delist from the London and Dublin stock exchanges.
The Employee Share Ownership Trust will increase its holding in the company from just over 20% to 35%.
Former British Telecom executive Pierre Danon will become Chairman of eircom, while Con Scanlon remains Deputy Chairman.
Eircom Chairman Dr Tony O'Reilly said the company's independent directors, which exclude the ESOT representatives, would unanimously recommend that shareholders back the deal.
He said the directors believed the offer was fair and reasonable.
This morning's announcement will pave the way for yet another change of ownership at eircom, the former State-owned Telecom Éireann, which was first floated on the stock market in 1999.
The company was then taken private before returning to the stock market in 2004.
