John Standen, Reg Vardy chairman said: "I am pleased that such a satisfactory result is being achieved for shareholders.
"The combined businesses will be a formidable force in the motor retail sector."
Pendragon’s revised offer of 900 pence per share was announced on Friday. It beat the Lookers offer of 875 pence per share, which was previously Reg Vardy’s preferred offer.
The Reg Vardy board also said it intends to take steps to adjourn the extraordinary general meeting and the court meeting which would have taken place on February 20.