According to a London Stock Exchange notification, the directors of Motivcom (with the exception of Nigel Cooper) unanimously recommend that shareholders vote in favour of the deal, which represents a 20.8% premium to Motivcom's closing share price of 122.5 pence on 11 September 2014.
The deal will be funded entirely through the existing cash resources of SMSUK, with no requirement for any funding from third party providers of finance.
Prior to this deal, it is understood that Capita was looking to buy Zibrant, but the acquisition did not progress past the due diligence stage.
"Sodexo's global strength in the Benefits and Rewards area coupled with an underweight presence in the Incentives and Recognition market in the UK results in an excellent strategic fit for Motivcom's incentives and loyalty business," said Motivcom chairman Colin Lloyd in a statement.
"This presents an opportunity for the combined Benefits and Rewards business to leverage the knowledge, knowhow and expertise that resides within Motivcom to expand on a global basis.
"The Board has recognised the different market for the Meetings and Events business and is delighted that management is acquiring this, which will allow it to pursue independent growth plans fully focussed on its own market."
SMSUK is a private limited company incorporated in England and Wales and is a wholly-owned subsidiary of Sodexo SA. SMSUK's principal activities are the distribution and management of voucher and card services in the United Kingdom and Ireland.
Nigel Cooper is MD of Motivcom's meetings and events division, which includes event agencies Zibrant and AYMTM. At the end of 2013, the company merged its P&MM events division with Zibrant, which resulted in the launch of Zibrant Live in January.
In April, Motivcom reported an 18% fall in gross profit to £12.2m for its meetings and events division in 2013, citing continued budgetary pressures, reduced delegate numbers and a lack of new business.