Private equity firm Hutton Collins has offered up to £30m for seafood chain Loch Fyne Restaurants (LFR).
Premium Casual Dining, a holding company created for the deal, will be controlled by Hutton Collins and LFR's management. The deal values the group's shares at £10 each and contains a £21.8m cash component and LFR debt.
It has been recommended by LFR's independent directors.
A spokesman for Hutton Collins said: "We signalled our interest in LFR early on in its strategic review and we are delighted to have this opportunity to be involved in the development of a high-quality business."
In May LFR appointed investment bank Noble to advise on how to get the best value for its shareholders.
The company operates 25 Loch Fyne restaurants and five Le Petit Blancs. Shareholders will vote on the deal at an extraordinary general meeting on 7 November.