UK transport operator Stagecoach has proposed a £1.7bn all-share transaction to troubled rail operator National Express.
The new proposal has come after joint bidders, Spain's Cosmen family and UK's CVC Capital Partners, withdrew their £765m bid last week.
The new Stagecoach offer says the National Express shareholders would hold no more than 40% of the group.
National Express said it will consider the proposal while continuing to progress with its plans for an equity fundraising.
Stagecoach has also proposed terms to National Express under which it would be prepared to enter into talks over a possible partnership.
National Express has been up for takeover since July when the government said it could be stripped of its East Coast rail franchise following a funds crunch.