IHCL, controlled by Tata Group, said on Thursday it was offering USD 12.63 per Orient-Express share, a 40 percent premium to the stock's Wednesday close.
Orient-Express stock rose 23 percent to USD 11.07 at 1637 GMT.
"Indian Hotels is seeking friendly transaction negotiations and is prepared to devote all necessary resources to mutually beneficial agreement," the company said in a statement.
IHCL, which owns the famous Taj Mahal Palace hotel in India's financial capital of Mumbai, has secured funding, including debt, for the transaction from Bank of America N.A, ICICI Bank and Standard Chartered Bank.
It has also entered into an agreement with Italian group Charme II Fund, managed by Montezemolo and Partners S.p.A, under which it would invest USD 100 million for a minority stake in the newly combined group.
Under the terms of the proposed transaction, Orient-Express would remain an independent company with an independent management team. IHCL would also take over Orient Express debt which stood at USD 529.5 million at June 30.
In 2007 IHCL acquired a 10 percent stake in Orient-Express for about USD 211.3 million. It now owns about 7 percent.
IHCL has 99 hotels in 56 locations across India and 16 international hotels including The Pierre Hotel in New York.
Orient-Express owns or part-owns and manages 46 luxury hotels, restaurants, tourist train and river cruise properties in 23 countries.
Bank of America Merrill Lynch is advising IHCL.
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Indian Hotels Co bids $1.42 bn for Orient-Express
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