Thomas the Tank Engine was at the centre of a takeover spat after his owners accused a rival of attempting to pull off a deal on the cheap.
Gullane Entertainment, which also owns the rights to Guinness World Records and Fireman Sam, said an approach from HIT Entertainment "materially undervalued" the company.
HIT tabled a possible 500p a share, £157 million approach but reconsidered in the light of a profits warning from its target.
Southampton-based Gullane said it had since received a second approach from HIT which significantly reduces the proposed price. It is thought the offer is below 450p a share.
An HIT spokesman confirmed a second approach had been made but did not elaborate on the level of the possible offer.
But Gullane said it believed the profits warning was no reason to lower its value as it related to issues specific to the current year.
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