Powerlan (ASX:PWR) has received an $8.8 million bid for its non-telecom business units.
CPS Group Investments has offered $3.5 million for Powerlan's ConverterTechnology division, which provides software and services based on Microsoft Office 2007 and 2010, and $5.3 million for its IMX financial software unit.
Powerlan directors have recommended shareholders accept the offer.
It will be put to a vote, but chairman Ian Campbell, which controls CPS, will be excluded from voting based on ASX listing rules.
If the sale takes place, Powerlan will be left with its Clarity unit, which provides telecommunications operational support software.
A clause in the deal means Clarity may be entitled to receive a share of the proceeds in the event CPS on-sells either ConverterTechnology or IMX within 12 months of purchase.
PWR shares fell 3.33 per cent on Thursday to $0.029.