RSM Tenon has been approached over a potential acquisition by accountancy firm Baker Tilly.
In a notice to investors, the board said it had been in discussions with Baker Tilly UK Holdings and this "may or may not" lead to an offer for the entire issue share capital of the company.
It added RSM Tenon had been supplying information to Baker Tilly to help them evaluate the potential investment.
A stock exchange announcement said: "Given the level of debt within the company, any potential transaction would require the support of its sole lender, Lloyds Banking Group.
"As a consequence, the board considers that, if an offer is made, it is likely to be at a level which is significantly below the current market price of the ordinary shares of the company."
In accordance with the Takeovers and Mergers Code, Baker Tilly must announce its intentions towards the takeover by 5pm on 22 August.
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