Chinese insurer Anbang is set to acquire Starwood Hotels Resorts Worldwide for $78 (£54) per share in cash, or about $13bn in total.
Starwood said it would terminate a deal to be bought by Marriott International, after it received a superior proposal from a group led by Anbang.
Marriott and Starwood had agreed to merge in November in a $12bn deal to create the world’s largest hotel chain.
But the Anbang-led consortium has now outbid Marriott for Starwood.
Marriott now has five days to decide whether to put in a counter-bid.
Chinese firms have been buying overseas assets, despite their country’s slowing economy.
Mainland investors have been snapping up prime US properties and other overseas assets to diversify their holdings amid concerns about weakness in China’s economy.
Anbang bought New York’s famous Waldorf-Astoria from Blackstone for a record $1.95bn last year.
And earlier this week, it agreed to buy a US luxury hotel collection from private equity giant Blackstone for a reported $6.5bn (£4.5bn).
The Beijing-based company also owns office buildings in New York and Canada and a South Korean insurance company.