The group, which bought a 76.8% stake in Germany’s biggest cable firm in 2013, has said it would pay 103 euros (£94) per share.
It comes amid a long-running legal battle over its acquisition of Kabel Deutschland, with minority shareholders recently launching an appeal against a ruling that the price paid in the takeover was “adequate”.
Vodafone said this appeal “is expected to take several years to complete”, but added that investors representing 17% of shares had already accepted the offer and agreed to withdraw from the court appeal.