The formal acceptance paves the way for the €1.3bn (£940m) bid by BA and Iberia owner IAG for Aer Lingus to go ahead.
It is subject to backing by competition authorities.
European Union approval is now the last remaining hurdle to the tie-up.
IAG's plans include building a new transatlantic hub at Dublin airport.
Shares
in all three airline companies opened higher, with gains of around 2% -
albeit against the background of a general rising market.
Wild
Ryanair's chief executive Michael O'Leary said in a statement:
"We believe the IAG offer for Aer Lingus is a reasonable one in the
current market and we plan to accept it, in the best interests of
Ryanair shareholders.
"The price means that Ryanair will make a small profit on its investment in Aer Lingus over the past nine years."
Ryanair
has attempted to buy Aer Lingus three times. Its takeover quest began
in 2006, just after Aer Lingus was floated on the stock market by the
Irish government.
Ryanair's initial bid illustrates the wild
swings in Aer Lingus's value since then. Its first offer was €2.80 a
share. The second, two years later, was half that and its most recent
offer in 2012 was €1.30 a share.
The Irish government, which sold its 25% stake in Aer Lingus to IAG in May, recommended that Ryanair accept IAG's offer.
The deal values Aer Lingus shares at around €2.50 (£1.87) per share.
Aer Lingus is Heathrow Airport's fourth busiest operator, behind BA, Lufthansa and Virgin Atlantic.
If
the deal is approved, IAG would gain more take-off and landing slots at
Heathrow Airport, allowing it to operate more flights.
Ryanair said it had planned to use Aer Lingus to gain slots at mainstream airports.
Travellers
have been surprised in the past by the distance of some of Ryanair's
airports from the city they thought they were flying to.
Michael
O'Leary said Ryanair did not need Aer Lingus now: "Our original strategy
for Aer Lingus (to use it as a mid-priced brand to offer competition to
flag carriers at primary airports) has been overtaken by the successful
rollout - since Sept 2013 - of Ryanair's "Always Getting Better"
strategy, which has seen the Ryanair brand successfully enter many of
Europe's primary airports."
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