The family-owned company, which has been listed on the stock exchange for the past 35 years, said it had suffered from the underperformance of small cap companies in general and the textiles sector in particular, under which it is classified.
The 145p-a-share offer made through Robert Stephen Holdings - the holding company which controls the Rubin family's 62 per cent interest - represents a 60 per cent premium on Monday's closing price of 90.5p. Shares closed yesterday at 138p.
Analysts said that Pentland, which numbers Berghaus, Kickers and Speedo among its brands, had suffered alongside Coats Viyella and Courthaulds by being classified in the household goods sector. One said: "The whole of the sporting goods sector has done well this year in terms of share price performance. Pentland is the only one which hasn't participated because most investors still classify it as household goods and textiles, which is unfair."
Nick Webster, finance director of Pentland, said: "It's very difficult with small and medium cap companies to get improvement in share value reflected in the share price, due to the tremendous shift to large stocks by the market. Added to that, the underperformance of the household goods sector doesn't reflect our branded clothing and footwear business."
He said the recent proposals by the Stock Exchange to adjust market capitalisation in relation to the number of shares available to investors mitigated against the company.
Pentland is controlled by Stephen Rubin, the chairman, and his son, Andrew, the chief executive. The company was founded by Stephen's father, Berko Rubin, in the Forties.