The committee will appoint an independent adviser to report on the merits of the offer, Orion said. Grafton also already owns 93.46 per cent of Orion's stock.
The offer price is the same as Orion's recently completed share buyback offer.
"Following the close of Orion's recent buyback offer, a number of the largest shareholders in Orion have been considering the long-term ownership of Orion and have concluded that it is in the best interests of both the company and shareholders for Orion to be a private company," Grafton said in a statement.
"Those shareholders, who together own approximately 93 per cent of Orion, have formed Grafton to undertake this Offer to take Orion private," it said.
The offer is unconditional.
The company has disappointed investors since hitting the market with great fanfare in 2014.
On debut, the stock traded at $6.50 a share, up from its $5.70 offer price.
Today's market capitalisation stands at $104m compared with more than $1 billion at its peak.
In 2017, Orion raised $32.9 million in a discounted two-for-nine rights issue to shore up working capital after posting a full-year loss that reflected weaker Europe, Middle East and Africa sales.
The health management software company's net loss was $40.6m in the year ended March, 2018, up from a loss of $34.2m a year earlier.
