CareTech, which had been in talks with Cambian since July, is offering cash-and-stock or all cash in the deal. The latest terms are lower than the initial offers.

Cambian was not immediately available for comment.

The latest cash-and-stock offer values Cambian at about 372 million pounds. Under terms, CareTech would provide 0.267 new shares and 100 pence in cash. This values each Cambian share at 200 pence, a premium of about 5 percent to Wednesday's close of 190.5 pence.

The all-cash offer values Cambian at about 353 million pounds ($448.52 million). Under these terms, Cambian shareholders will receive 190 pence per share.

However, the latest proposals were below CareTech's first bid in early July. At that time, the cash-and-stock offer valued Cambian at 220 pence per share, while the full cash offer was for 200 pence per share.

CareTech said the proposed acquisition would expand its presence in education and behavioural health services for children.

(Reporting by Justin George Varghese and Arathy S Nair in Bengaluru; Editing by Bernard Orr)