Riverdeep Group has said it has agreed a management buyout valuing the educational software company at $376.3 million.
The offer of $1.51 cash was made by Hertal, a firm controlled by Riverdeep chairman and chief executive Mr Barry O'Callaghan and non-executive director Patrick McDonagh.
A statement said the offer represented a premium of 24 per cent over the €1.15 closing share price on Friday.
If no competing offer is made within 31 days following the date of the announcement of acceptance, Hertal has agreed to proceed with the buyout, the company statement said.
Riverdeep is one of the market leaders in the United States, providing Internet and CD-ROM learning aids for US schools and online support for teachers.
One of its biggest shareholders is IBM, which took a stake in the company when Riverdeep purchased an educational division from the US computer giant.
IBM placed 12 million ordinary shares in Riverdeep with institutional investors in August of 2001 for €3.87 per share.
Since then, Riverdeep's shares have been hit hard by the bursting of the tech bubble.