The proposal will see minority shareholders in the company receive $1.54 in cash for each share they own and 20 cents for reach option, being the amount $1.54 exceeds the option exercise price by.
The board said the scheme was developed after consideration over how to maximise minority shareholder value, considering the difficult operating conditions the company is now facing.
The proposal even has the support of co-founder Jim Dowell who said that it was an important step forward for the company.
"The best way forward for Macdow is not as a stand alone company, but being part of larger company will better place us to compete in today's competitive and uncertain market."
Meanwhile, some of McConnell Dowell's creditors for its troubled contract on BP's gas processing plant for the Nam Con Son field have said they have still not been paid.
Two parties who are owed more than US$1 million each have agreed on final amounts owing, but said they have still been advised when they will be paid.
