Iceland's Baugur, which recently added Whittards of Chelsea to its retailing bow, is waiting in the wings to pounce on Thorntons if a mooted £124m bid from the chocolate manufacturer's chairman fails to materialise.
Christopher Burnett, who has been working on a bid for Thorntons since August, yesterday signalled he was preparing to lower his conditional 185p-per-share offer pending the outcome of talks with the company's pension trustees about plugging the deficit.
He admitted the group's poor Christmas was another factor affecting the value of any potential bid. Shares in the group fell 4.25p to 138p.
Analysts said a lower price could scupper Mr Burnett's chances of taking the company private, given that previously the board has suggested it would not accept less than 180p a share.
Rhys Williams, at Seymour Pierce, said that despite Thorntons' weak Christmas, the group's long-term strengths - its inherent brand value, its cash generation, and the potential profitability of its manufacturing arm - all still stood. "We remain cautious of the bid's chance of succeeding or even of a bid occurring," he added.
Mr Burnett has lined up funding from private investors but has not disclosed their identity. He is not working with Baugur. The Icelandic group has been circling Thortons for months but has yet to formalise its interest.
If Thorntons' non-executive directors reject Mr Burnett's eventual offer, it could open the door to a bid from Baugur, analysts said. Baugur declined to comment.
Thorntons was the first retailer to warn that sales had missed hopes over the festive period, blaming low footfall up to Christmas Eve. Yesterday it fleshed out how badly it had fared, warning that poor sales and an "uncertain" outlook would have a "material impact" on full-year numbers. In the 28 weeks to 7 January, like-for-like sales in the stores it owns fell 4.8 per cent. Seymour Pierce halved its profit expectation to £4.9m.