The Eircom board has agreed to open its books to Australia's Babcock & Brown and the Eircom ESOP Trustee Ltd.
Earlier this month Eircom said it had received a joint proposal from the Australian company and the employee share ownership scheme.
A statement this morning said the ESOT representatives on the board had absented themselves from discussions about the approach.
The approach values Eircom at just under €2.4 billion. Under the proposed offer, Eircom shareholders would be offered €2.20 per share and a dividend of 5.2 cent per share.
