Independent financial adviser MS Corporate Finance said the offer by the Riady family to buy out Auric Pacific Group is fair and reasonable.
It noted yesterday that it has considered various factors, including the historical market price and trading activity of Auric Pacific shares, the firm's performance and dividend payouts, its valuation and that of similar firms.
MS Corporate Finance has advised that Auric Pacific independent directors ask shareholders to either accept the offer of $1.65 a share or sell their stock on the open market if they can get a better price.
Silver Creek Capital will not revise the offer price. The directors have recommended that shareholders accept the offer.
The $48.3 million offer to take Auric Pacific private was made on Feb 7 by Silver Creek Capital, an investment vehicle jointly owned by Mr Stephen Riady and son-in-law Andy Adhiwana.
They are controlling shareholders of Auric Pacific, the maker of Sunshine bread and owner of Food Junction foodcourts and Delifrance cafes.
Mr Riady holds 49.28 per cent of Auric Pacific while Dr Adhiwana has 27.44 per cent. Silver Creek has acquired 4.01 per cent since the offer was made, giving the parties a total of 80.73 per cent.
If they obtain more than 90 per cent, a delisting is on the cards.
Unlike other general offers, this one does not entitle Silver Creek to compulsorily buy any remaining stock from shareholders who do not accept the offer.
Shareholders who have not accepted the offer as at the close of the offer will not have any right to request the offeror to buy their shares.
MS Corporate Finance warned shareholders who do not accept the offer that they may struggle to sell their stock if Auric Pacific is delisted as there will not be a public market.
The offer closes at 5.30pm on March 24.
Auric Pacific shares closed flat at $1.655.