Broker Peel Hunt believes General Atlantic's £1 a share, £800 million offer for Learning Technologies Group PLC (AIM:LTG, OTC:LTTHF) is on the low side.
In a note to clients, it said it expects the business' performance to improve as the overall economy gets better.
It thinks the current offer—based on a valuation of 7.7 times underlying earnings fails to recognise this.
"Despite some headwinds surrounding the business, we believe an offer at this level will not gain full investor support," Peel added.
"An acquisition multiple starting from 10 times would be more sensible for a takeover offer for the business."
This, it reckons, equates to a figure closer to £1.30 a share.
The share price, which rose 28% to 96p on Friday before the close, was changing hands for 95.7p at midday.
LTG, which provides digital workplace training to government and corporate clients, indicated it was inclined to recommend General Atlantic's offer.
The American private equity group, which manages $83 billion in assets, made the offer through its Atlantic Park fund.
The firm has previously invested in fast-growing companies such as Alibaba and ByteDance and recently acquired Norwegian ed-tech group Kahoot in a $2 billion deal.