Hellaby Holdings has appointed independent adviser Grant Samuel to prepare a report to shareholders on what the board says is an "opportunistic" takeover bid that doesn't represent fair value for the company.

Grant Samuel will prepare an independent report for Hellaby shareholders to weigh the merits of Bapcor's $322.5 million offer, though the board's preliminary view is that it undervalues the company. Hellaby has also hired legal advisory firm Harmos Horton Lusk and Forsyth Barr's investment banking team to help the board evaluate the offer, it said in a statement.

"The preliminary view of the independent Hellaby directors is that the offer from Bapcor is opportunistic and does not represent fair value for Hellaby," the company said. "The directors recommend that shareholders do not sell their shares or enter into any commitment to accept the proposed offer, pending further communication from Hellaby."

The Preston, Victoria-based company is offering $3.30 a share, entering into lock-up agreements with Salt Funds Management, Accident Compensation Corp and Hugh Green Holdings' Castle Investments, securing almost 30 percent of the NZX-listed firm.

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Hellaby's shares have climbed above the offer price, recently trading at $3.32, and Bapcor chief executive Darryl Abotomey hasn't ruled out sweetening the deal.

The NZX-listed company's board has established a committee of independent directors, excluding Hugh Green nominee James Sclater and managing director Alan Clarke, to consider the offer.

Clarke joined the company last November, having headed up medical services investor Abano Healthcare, where he fended off multiple takeover bids.

Since then, Clarke has been at pains to reshape the company's portfolio to stop it being identified as a diversified investment firm, whittling its focus to being a long-term investor in the automotive and resources services sectors.