Victoria Carpets has accused a consortium, including a former director, of trying to gain control of the manufacturer without bidding for it.
The company says that it expects the consortium, which includes former director Alexander Anton, to 'imminently' ask for a general meeting for the purpose of replacing the non-executive directors with candidates of their own.
'The consortium's own preferred candidates would represent a majority of the Board and therefore control the day to day management of the company. The board strongly believes this action is both without merit and an unwelcome distraction for the operational management team and the business as a whole,' says a statement.
Victoria says it has spoken to major shareholders who indicated they did not welcome the consortium's approach.
'The consortium has not yet met the board or given any reason why the board should consider its demand to change the Board's composition. It is the board's view that the consortium is attempting to take control of the company without offering shareholders any value for their shares.
'If the consortium is looking to acquire control of the company for its own purposes, as appears to be the case, the consortium should be tendering a bid that truly represents the full value of the business and the board would then have a duty to consider this.
'The existing board truly believes that it has a strong commercial transformational strategy for the business which as yet has not been fully unveiled to stakeholders due to commercial sensitivities.'
The group has a capitalisation of £20.5m, but the board says this doesn't recognise the value of the company and is 'at a considerable discount to the net asset value of the company.'