Veolia's offer, worth an estimated 2.9 billion euros ($3.5 billion), would leave Engie with a holding of just over two percent in Suez that it could sell later when Veolia makes a planned public offer for the remaining shares.
"This historic opportunity will enable us to build the French world champion in ecological transformation," Veolia chairman and chief executive Antoine Frerot said in a statement.
"This project is part of a friendly approach, as we share the same businesses, corporate culture and values with Suez," he added.
All three companies are French and to overcome potential competition issues, Veolia said it would sell Suez's French water, engineering and research activities to Meridiam, a French infrastructure management company.
Suez presented a plan last year to overtake Veolia as number one in France. On Sunday, it said only that it had taken note of the Veolia press release.
"The approach of Veolia has not been solicited and has not been discussed at all with Suez," a statement said.
"Suez will convene its board of directors shortly in order to study the operation as well as its contemplated impacts, in view of the interest of the company, its shareholders, its employees and all its stakeholders," it added.
Engie said in a statement that it would study the offer over the coming weeks with a view to choosing a solution that was best for its shareholders.
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