Bluebird flies to Mattel for pounds 46m.
The Swindon-based company, also famous for making Plasticine and Etch-A-Sketch, had been fighting off a hostile pounds 42 million bid, from investment group Guinness Peat.
Mattel's offer is worth 111p a share, and trumps the 101p bid tabled by Guinness Peat which owns 22 per cent of Bluebird.
Bluebird and Mattel already enjoy a close relationship and the American company acts as the main distributor for Bluebird's overseas sales.
Mattel's brands include Barbie, Fisher-Price, Disney, Matchbox and Cabbage Patch Kids.
Bluebird chief executive Mr Chris Burgin said: "The board of Bluebird believes that given the business relationship that already exists with Mattel, a combination of Bluebird and Mattel is the outcome most likely to maximise value for shareholders.
"A great deal of the potential value in Bluebird depends upon the successful relaunch of Polly Pocket and The Disney Tiny Collection in North America which necessarily carries with it not inconsiderable risks."
Guinness Peat launched its bid after Bluebird's pre-tax profits collapsed from pounds 19.6 million in 1994 to pounds 9.9 million in 1996, a decline that sent the share price spiralling from a peak of 386p in 1995 to a low of 80p last year. Last month Bluebird reported profits of pounds 6.2 million for 1997.