BPI has topped Macfarlane Group's hostile offer by offering to buy back 30% of its shares for 35.4m.


Macfarlane now has until the end of this week to
raise its offer, with chief executive Iain Duffin "considering the position".


The 320p per share offer is a 28% rise on Macfarlane's 250p bid in September.


"Our view is that this will allow us to give better value to our shareholders," said BPI chief executive Cameron McLatchie.
"Macfarlane now has to decide whether to proceed, with the final closing date set at 16 December when a vote will be taken," he added.


McLatchie did not rule out a third party entering the fray, "Anything is possible," he said.


McLatchie and his team have obtained a 100m financing package from the Royal Bank of Scotland and Lloyds TSB.
Macfarlane's offer valued BPI at 92.3m, but the 320p per share offer values the group at 118m.


Macfarlane can afford to pay substantially more, having obtained a finance package of up to 230m from the Bank of Scotland.


One of BPI's two largest shareholders, Phillips & Drew, has pledged its support to the company, and will not accept an offer below 310p for any shares.


The new offer will force Macfarlane's hand: it can up its offer or walk away from the deal. The tender offer will only be made, though, if Macfarlane's offer lapses and no third party offer is received on or before 16 December 2000.


The tender offer is subject to the approval of BPI's shareholders, and if the Macfarlane offer lapses an extraordinary general meeting will be convened in January 2001.