US brewer Anheuser-Busch, the maker of Budweiser beer, has said it has received an unsolicited takeover bid from Belgian-Brazilian rival InBev.
The firm said the proposal was for $65 (£23.40) per share in cash - a deal that would be worth $46bn.
Anheuser said that it would "review the merits" of a possible tie-up that would combine InBev's brands, including Stella Artois, with Anheuser's.
Brewers are looking to consolidate amid higher costs and a consumer downturn.
Anheuser said in a statement: "The board will review the merits of the proposal consistent with its fiduciary duties and in consultation with its financial and legal advisers.
"The board will pursue the course of action that is in the best interests of Anheuser-Busch's stockholders."
St Louis, Missouri-based Anheuser saw its shares close up 2.1% at $58.4 in New York on reports that a bid was imminent.
But after the announcement, its shares soared more than 9% in after-hours trading, which means they are likely to rise when the stock exchange opens on Thursday.
'Natural next step'
If a deal is successful, it would overtake SABMiller as the world's biggest brewer by volume.
As part of its proposal, InBev said it would make St Louis the headquarters for the enlarged firm's North American region and focus on Budweiser as its flagship brand.
InBev, which also owns brands Hoegaarden and Brahma, has also proposed to reflect Anheuser-Busch's heritage in the new company's name and has committed itself to keep all of Anheuser's US breweries open.
Carlos Brito, InBev chief executive, said: "We view this combination as a natural next step for both companies, who already enjoy successful partnerships in the US, Canada and South Korea."
Anheuser brands account for almost half of all US beer sales. It also owns a 50% share in Mexican brewer Grupo Modelo and a 27% share in China brewer Tsingtao, which would allow it to expand in one of the world's fastest-growing beer markets.
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