Pittsburgh-based PPG has offered £1.5 ($3.3) billion including debt for the SigmaKalon Group.
The US company is looking to add the Dutch firm - acquired four years ago by private investment group Bain Capital - to grow its global coatings portfolio, and increase its share of European and Asian markets.
"SigmaKalon is strong where PPG is not and vice versa," Charles E. Bunch, PPG's chairman and chief executive, told reporters and analysts during a conference call. "This is an important transaction for PPG."
If the offer is accepted it is estimated it would more than double PPG's sales in Europe.
Bain is considering PPG's offer exclusively after an auction process, which reportedly saw interest from private equity in the form of TPG Capital, BC Partners, Warburg Pincus and PAI Partners, and US paint company Sherwin Williams.
PPG hopes to complete the deal by the start of 2008.