Family interests associated with the founder of Michael Hill International want control of the company, but say they are not planning any fundamental changes to the business.
Durante Holdings, a privately-held entity representing the Hill family, already holds 47.6% of the company.
Now the Australian-based company plans to bid for up to 50.2%.
Durante Holdings is offering 90c a share for a controlling stake in the jewellery company, valuing it at about $344 million.
Durante's director, Michael Hill's daughter Emma, says at the moment the family's shareholding is stuck in a "no-fly zone" between 20% and 50%, because under the Takeovers Code it cannot acquire more shares without making a compliant offer to all shareholders.
Stockbroker expects no problem
Ms Hill says a stake of 50.2% would give the family flexibility to buy up to 5% of the company's shares per year, while still complying with the code.
She says the offer shows the family's confidence in the company and says there is no intention to sell the shares, make fundamental changes to the business or launch a full takeover offer.
Stockbroker Grant Williamson of Hamilton Hindin Greene, does not expect Durante to have any problems raising its stake in the company. But he says some investors may be reluctant to sell out for such a small premium.
"I think Michael Hill investors are pretty happy with the company," he says.
ACC, Super Fund 'have agreed to sell'
Durante wants 10.03 million shares. It says ACC has already agreed to sell three million and the New Zealand Superannuation Fund will sell one million.
A formal offer to be launched in January will be conditional on approval by the Overseas Investment Office.
Shares in Michael Hill closed up 2c at 87c each on Monday.