The price of $6.15 a share is an 18% premium over Friday's closing price and values the company at about $207 million. The bid tops Hefner's offer of $5.50 per share in July.
A group led by Penthouse magazine also made an offer for Playboy Enterprises valued at $210 million
But Hefner is Playboy's largest shareholder with about 70% of the company's voting shares and 28% of the nonvoting stock.
The company's namesake magazine has struggled with competition from the Internet, losing readers and advertisers. In November the company reported a wider third quarter loss than a year ago as its revenue fell 7% to $52.1 million.
Playboy's management has been trying to transform the company from a publishing and TV business into a "brand management" company, leaning more on revenue from licensing the Playboy name and bunny ears for a range of products.
A group of board members was evaluating Hefner's offer and decided to recommend the deal to stockholders Sunday night.
"I believe this agreement will give us the resources and flexibility to return Playboy to its unique position and to further expand our business around the world," Hefner said.
CEO Scott Flanders will remain in that job. A tender offer is expected to begin by Jan. 21 and the deal is expected to close by the end of the first quarter.
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