Clondalkin, the print and packaging group in the throes of a management buyout, has criticised one of its institutional investors for statements which it says are "misleading and potentially damaging to shareholders".

It is also understood to have issued a formal complaint to the Irish Takeover Panel and to both the Irish and London stock exchanges. The group said it was particularly concerned about statements made by Mr John Lawrie of Aberdeen Asset Managers and Scottish Provident.

Clondalkin takes issue with the statement: "I don't see that people have anything to lose by waiting."

In a statement, the company stressed that "contrary to Mr Lawrie's advice, Clondalkin wishes to point out that if 80 per cent acceptances are not reached, the offer may lapse, following which the share price could collapse and no shareholders would benefit.

"Accordingly, shareholders could have very much to lose by waiting."

The offer document, issued last month, noted that the offer represented a 48 per cent gain on the share price before the offer.

Clondalkin's formal complaint was issued under rule 5 of the takeover panel.

Under that rule, people in a position to influence the outcome of a bid are not allowed to "interfere in the process" and give a misleading view.

An industry source said the panel had silenced Mr Lawrie from making any further statements but that could not be confirmed last night.

Edgemead, the vehicle used by the MBO consortium, has already said its recommended cash offer of €9.10 (£7.16) per share has been declared final and will not be increased under any circumstances.

The offer remains open for acceptances until 3 p.m. tomorrow. Clondalkin said acceptances to date amounted to "close to 72 per cent".

Shareholders representing 38 per cent of Clondalkin had given irrevocable acceptances when the offer was first announced.

Three institutional shareholders, Aberdeen Asset Managers, Friends First and Norwich had expressed reservations about the offer and did not participate in the irrevocable acceptances.

Friends First, however, is understood to have accepted the offer last Friday.

The offer values Clondalkin at €475 million (£374 million).

The management team involved in the MBO consists of some 44 executives.

The team started to explore the possibility of a buyout in August last year after the stock market slumped following the Asian crisis.

Also, as a small cap company, it has been accorded a low market rating, as institutions move away from this sector.