Conduit's management team has offered €3.00 per share for the directory services provider, valuing it at €55.4 million.
The offer, made through Kandel, a bid vehicle controlled by the management team, also includes a share alternative.
Shareholders can opt to exchange shares in Conduit for shares in Kandel, which will be a privately-held company without a listing, on a one-for-one basis.
"This offer represents an opportunity for all shareholders to realise value for their investment in Conduit or to accept shares in the new company," Conduit chairman Mr Eddie Kerr said.
The offer has been recommended by Davy Stockbrokers, which was acting on behalf of shareholders as the company's entire board was involved in the bid. The five-member management team is led by chief executive Mr Liam Young and Mr Kerr who each own 21 per cent of the company. The three other non-executive directors - Mr Laurence Shields, Mr Michael Tunney and Mr Pat McDonagh - are also involved.
Depending on the uptake of Kandel shares, it will cost up to €30 million to take the company private. No equity backers are involved and the offer will be financed through a loan from Royal Bank of Scotland.
The offer was conditional on the entire management team agreeing to accept the Kandel share alternative in respect of their Conduit shares. As a result, Kandel already controls nearly 50 per cent of the shares and analysts said the odds were that the bid would succeed.
"They have upped the price slightly and I feel the deal is likely to go through," said Mr Rory Gillen, head of research at Merrion Stockbrokers.
The €3.00 offer price is above management's first approach of €2.75 and above the €2.83 mentioned when the proposed management buyout was first announced. It represents a premium of 41.5 per cent to the average closing price on the Neuer Markt in the three months before the offer was announced.
The stock closed 4.4 per cent higher at €2.82 in Frankfurt yesterday.
Institutional shareholders, who hold around half of the stock not owned by management, are not expected to take up shares in Kandel. However, some smaller shareholders, who own around 25 per cent of Conduit, may choose to keep faith with the company by opting for the share alternative.
