Heidelberg and the Italian company are into the business of cement and building materials.
In July, Heidelberg announced plans to buy Italcementi SpA through a transaction worth about 3.7 billion euros. At first, the German firm would acquire 45 per cent stake and then make an open offer to other stakeholders.
Fair trade regulator CCI in a tweet said it has approved "acquisition of Italcementi SPA by Heidelberg Cement AG".
Heidelberg and Italcementi have presence in India.
CCI keeps a tab on anti-competitive practices across sectors in the market place.
Italmobiliare SpA, a financial holding company is the primary shareholder of Italcementi SpA with 45 per cent stake.