Apparel retailer Jos. A. Bank Clothiers JOSB.O said it may consider raising its $2.3 billion offer for Men's Wearhouse Inc MW.N if it was allowed access to its larger rival's books for due diligence.
The company, however, warned it would drop the proposal if Men's Wearhouse did not engage in talks by November 14.
Men's Wearhouse shares were down 2 percent at $42.67 in afternoon trading.
Jos. A. Bank offered to buy Men's Wearhouse in September for $48 per share, but was swiftly rebuffed as the offer was deemed "inadequate".
Men's Wearhouse called the proposal "highly opportunistic", saying it took advantage of a drop in the company's stock price and that the deal was "highly likely" to raise antitrust concerns.
Men's Wearhouse also adopted a poison pill to prevent a hostile takeover.
Jos. A. Bank did not disclose on Thursday the amount by which it was willing to raise the offer, saying it would first like to conduct limited due diligence to determine a justified increase.
"We believe that if we were provided with access to a limited amount of non-public information we could promptly determine whether we could increase our proposed acquisition price," Jos. A. Bank Chairman Robert Wildrick wrote in a letter to Men's Wearhouse on Thursday.
Wildrick said he was willing to sign a non-disclosure agreement to assure its rival that any information provided would be kept confidential.
Jos A Bank shares were down 5.2 percent at $47.26 in afternoon trading on the Nasdaq on Thursday.
(Reporting by Siddharth Cavale in Bangalore; Editing by Kirti Pandey and Saumyadeb Chakrabarty)