The UTS board has agreed to sell the Canadian-based independent company to a subsidiary of Total for $1.5 billion Canadian ($1.4 billion) cash and shares in a new corporation.
Total's main purchase will be the portion of Fort Hills that's owned by UTS. Suncor Energy owns 60 percent of Fort Hills but has indicated another project will be developed first.
Total took a hostile run at UTS about a year and a half ago, ultimately walking away after its would-be target repeatedly rejected its offer as too low.
The cash portion of the deal is worth $3.08 Canadian a share. That's 46 percent above the closing stock price on Tuesday. The deal would requires approval from shareholders.