The $5.55 per share offer represents a 22 per cent premium to Greencross shares' last closing level of $4.54.
Greencross directors will unanimously recommend the scheme, which includes a fully franked 21 cents-per-share special dividend, if an independent report confirms their belief it is in the best interests of shareholders.
That would bring the offer up to the equivalent of $5.64 per share.
"In reaching our conclusion that the scheme is in the best interests of shareholders, the board has considered a number of alternatives, including standalone value creation opportunities and alternative proposals from other potentially interested parties," Greencross chairman Stuart James said.
"Upon assessing the alternatives before it, the board has unanimously concluded that the scheme is a compelling option which realises attractive value for our shareholders."
Greencross shares have slumped nearly 60 per cent since August 2014.
"Under private ownership, the Greencross business, brands and products will continue to grow and provide world-class services to the increasing number of pet lovers in Australia and New Zealand," TPG local boss Joel Thickins said.
