Ferrero International SA, the Italian maker of Ferrero Rocher chocolates, has offered to buy chocolate maker Thorntons for about £111.9m (€156m) to broaden its offerings in Britain.
The offer of 145 pence per share represents a premium of about 42.9 percent to Thorntons' closing price on Friday.
It comes after the UK chocolate maker's chief executive Jonathan Hart stepped down, following a series of earnings disappointments.
Mr Hart was responsible for refocusing the Derbyshire based business away from high street stores and towards becoming a fast moving consumer goods business, selling products wholesale to supermarkets.
But the group issued a pre-Christmas profit warning last year, saying cuts in orders by the major grocers had hit sales, while problems at a new centralised warehouse had led to lost or late sales.
Then, in March, Thorntons said it had seen an "unexpected reduction" in orders from major supermarkets that persisted into the second half of its trading year.
The Ferrero offer values the fully diluted share capital of Thorntons at approximately £111.9 million.